0001041061-18-000013.txt : 20180222 0001041061-18-000013.hdr.sgml : 20180222 20180221184805 ACCESSION NUMBER: 0001041061-18-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 109 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180222 DATE AS OF CHANGE: 20180221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YUM BRANDS INC CENTRAL INDEX KEY: 0001041061 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133951308 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13163 FILM NUMBER: 18630083 BUSINESS ADDRESS: STREET 1: 1441 GARDINER LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 BUSINESS PHONE: 5028748300 MAIL ADDRESS: STREET 1: 1900 COLONEL SANDERS LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 FORMER COMPANY: FORMER CONFORMED NAME: TRICON GLOBAL RESTAURANTS INC DATE OF NAME CHANGE: 19970627 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN RESTAURANT CO DATE OF NAME CHANGE: 19970618 10-K 1 yum10k12312017.htm 10-K Document
false--12-31FY20172017-12-3110-K0001041061332513103YesLarge Accelerated Filer25400000000YUM BRANDS INCNoYes007500000007500000003550000003320000002016-05-112016-06-162016-06-162007-10-192010-08-312011-08-292013-10-312007-10-192013-10-312009-08-252043-11-012046-05-012018-03-152020-11-012021-11-012023-11-012037-11-152019-09-152024-06-012026-06-012022-06-072023-06-1655000000300000000050000005000000500000050000000300000020382020-06-122018-02-232021-07-274000000000000003100000000030000002100000080000003000000P2YP4Y0M0DP4Y0M0DP10YP10Y0M0DP10Y0M0DP6Y5M0DP6Y5M0DP6Y5M0DP4Y0M0DP5Y5M0D0.01500000008500000022432221111P5YP1Y10M0DP6Y6M0DP5Y0M0D2065 0001041061 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2017-01-01 2017-12-31 0001041061 yum:RefranchisinggainlossMember 2017-01-01 2017-12-31 0001041061 yum:ClosuresandimpairmentincomeexpensesMember 2017-01-01 2017-12-31 0001041061 2018-02-14 0001041061 2017-06-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2014-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 2017-12-31 0001041061 2016-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001041061 us-gaap:CommonStockMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2015-01-01 2015-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2016-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2015-01-01 2015-12-31 0001041061 us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-01-01 2015-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2017-01-01 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2014-12-31 0001041061 us-gaap:RetainedEarningsMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2015-12-31 0001041061 us-gaap:RetainedEarningsMember 2017-01-01 2017-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2015-01-01 2015-12-31 0001041061 us-gaap:CommonStockMember 2015-01-01 2015-12-31 0001041061 us-gaap:RetainedEarningsMember 2015-01-01 2015-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2014-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0001041061 yum:IncludingNoncontrollingInterestMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2017-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 us-gaap:CommonStockMember 2014-12-31 0001041061 us-gaap:RetainedEarningsMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:CommonStockMember 2015-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2017-12-31 0001041061 us-gaap:NoncontrollingInterestMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:CommonStockMember 2016-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:CommonStockMember 2017-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2016-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2014-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2014-12-31 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:LiabilitiesTotalMember yum:A2018DomainMember 2017-01-01 2017-12-31 0001041061 yum:AccountingStandardsUpdated201707Domain yum:OtherpensionincomeexpenseMember 2016-01-01 2016-06-30 0001041061 us-gaap:AccountingStandardsUpdate201409Member yum:A2018DomainMember 2017-01-01 2017-12-31 0001041061 yum:A53rdWeekImpactMember 2017-01-01 2017-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember 2017-01-01 2017-12-31 0001041061 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201609Member 2016-01-01 2016-12-31 0001041061 2017-10-01 2017-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201609Member 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 country:CN us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201609Member yum:IncomeTaxExpenseBenefitDomain 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:PizzaHutGlobalDivisionMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember 2015-01-01 2015-12-31 0001041061 2017-01-01 2017-09-30 0001041061 yum:FranchiseandlicenseexpensesMember 2016-01-01 2016-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 yum:AccountingStandardsUpdated201707Domain yum:OtherpensionincomeexpenseMember 2015-01-01 2015-06-30 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:AssetsTotalMember yum:A2018DomainMember 2017-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:StockholdersEquityTotalMember yum:A2018DomainMember 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:OperatingIncomeLossMember yum:A2018DomainMember 2017-01-01 2017-12-31 0001041061 country:CN us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:LittleSheepMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:GainlossondispositionofassetsMember 2015-01-01 2015-12-31 0001041061 yum:GainlossondispositionofassetsMember 2016-01-01 2016-12-31 0001041061 yum:OtherpensionincomeexpenseMember us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 us-gaap:RestatementAdjustmentMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember yum:Secondhalfof2017to2018Domain yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember yum:A2018DomainMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-01-01 2016-12-31 0001041061 us-gaap:RestatementAdjustmentMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember yum:A2015to2018Domain yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2015-01-01 2015-12-31 0001041061 country:MX 2015-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember 2016-01-01 2016-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-01-01 2016-12-31 0001041061 yum:DeferredVestedProjectMember us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 us-gaap:PropertyPlantAndEquipmentMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain yum:A2015to2018DomainDomain 2017-01-01 2017-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain yum:A2017to2018Domain 2017-01-01 2017-12-31 0001041061 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember us-gaap:CorporateAndOtherMember 2017-01-01 2017-12-31 0001041061 country:MX 2015-01-01 2015-12-31 0001041061 yum:GainlossondispositionofassetsMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember country:MX 2015-01-01 2015-12-31 0001041061 yum:KFCGlobalDivisionMember yum:IncrementalAdvertisingMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember yum:IncrementalAdvertisingMember 2015-01-01 2015-12-31 0001041061 us-gaap:RestatementAdjustmentMember 2014-12-31 0001041061 yum:KFCGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:ClosuresandimpairmentincomeexpensesMember 2016-01-01 2016-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 us-gaap:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:RestatementAdjustmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:RestatementAdjustmentMember 2016-01-01 2016-12-31 0001041061 yum:ExcludingtheimpactofretrospectivelyadoptingnewaccountingguidanceMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:KFCGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:ClosuresandimpairmentincomeexpensesMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 us-gaap:ScenarioPreviouslyReportedMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2015-01-01 2015-12-31 0001041061 yum:ExcludingtheimpactofretrospectivelyadoptingnewaccountingguidanceMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:RestatementAdjustmentMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:RestatementAdjustmentMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember country:MX 2016-01-01 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 us-gaap:LandMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:AssetsHeldUnderCapitalLeasesMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:AssetsHeldUnderCapitalLeasesMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:LandMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:LeasesAcquiredInPlaceMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:ReacquiredFranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:OtherDefiniteLivedIntangibleAssetsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:FranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:OtherDefiniteLivedIntangibleAssetsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:FranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:LeasesAcquiredInPlaceMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:TrademarksMember yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:TrademarksMember yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:ReacquiredFranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MinimumMember us-gaap:BaseRateMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2INotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:ClassA2IINotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2INotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MaximumMember us-gaap:BaseRateMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2IINotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAandBFacilitiesandRevolvingFacilityDomain us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:VariableFundingNotesMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2027Domain us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember yum:DebtServiceCoverageRatioCashTrapReserveAccountMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2INotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2IIINotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:VariableFundingNotesMember us-gaap:LetterOfCreditMember 2016-06-30 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember us-gaap:MaximumMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember us-gaap:BaseRateMember 2017-01-01 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember yum:DebtServiceCoverageRatioRapidAmortizationEventsMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2027Domain us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:VariableFundingNotesMember us-gaap:LineOfCreditMember 2016-06-30 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember us-gaap:MinimumMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2026Member us-gaap:UnsecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember yum:FixedChargeCoverageRatioMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2IIINotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:ClassA2IIINotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2024Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2026Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember yum:TotalLeverageRatioMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MinimumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-01-01 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:TheCreditAgreementandSubsidiarySeniorUnsecuredNotesMemberMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:ClassA2NotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2024Member us-gaap:UnsecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MaximumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:RevolvingFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:RevolvingFacilityMember us-gaap:LetterOfCreditMember 2017-12-31 0001041061 yum:ClassA2IINotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2037Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueMarch2018Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2021Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueSeptember2019Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2023Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2043Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2020Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2020Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueMarch2018Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2037Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2021Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2023Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueSeptember2019Member 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2024Member us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2026Member us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2017-07-01 2017-09-30 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember 2017-07-01 2017-09-30 0001041061 yum:SeniorUnsecuredNotesDueNovember2043Member 2017-01-01 2017-12-31 0001041061 yum:ClassA2NotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2016-12-31 0001041061 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0001041061 us-gaap:CashFlowHedgingMember 2016-01-01 2016-12-31 0001041061 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0001041061 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember yum:ClosuresandimpairmentincomeexpensesMember 2017-01-01 2017-12-31 0001041061 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember yum:GainLossonDispositionofPropertyPlantEquipmentMember 2017-01-01 2017-12-31 0001041061 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember yum:GainLossonDispositionofPropertyPlantEquipmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:FairValueMeasurementsNonrecurringMember 2016-01-01 2016-12-31 0001041061 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember yum:ClosuresandimpairmentincomeexpensesMember 2016-01-01 2016-12-31 0001041061 us-gaap:FairValueMeasurementsNonrecurringMember 2017-01-01 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2016-01-01 2016-12-31 0001041061 us-gaap:DomesticPlanMember 2015-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:FairValueOfPlanAssetsAmountSettledPriorToYearEndMember us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:CashMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:FairValueOfPlanAssetsAmountSettledPriorToYearEndMember us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:EquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsLargeCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:CashMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsSmallCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:EquitySecuritiesUsLargeCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsMidCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsMidCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:FixedIncomeSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:EquitySecuritiesUsSmallCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:FixedIncomeSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2017-01-01 2017-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2016-12-31 0001041061 us-gaap:FixedIncomeFundsMember us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2017-12-31 0001041061 us-gaap:ForeignPlanMember 2017-12-31 0001041061 us-gaap:ForeignPlanMember 2016-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2016-01-01 2016-12-31 0001041061 us-gaap:EquitySecuritiesMember us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2015-01-01 2015-12-31 0001041061 yum:OtherpensionincomeexpenseMember us-gaap:DomesticPlanMember 2016-01-01 2016-12-31 0001041061 yum:OtherpensionincomeexpenseMember us-gaap:DomesticPlanMember 2015-01-01 2015-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2015-01-01 2015-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:PerformanceSharesMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:PerformanceSharesMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:PerformanceSharesMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2016-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2016-01-01 2016-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember yum:EmployerMethodMember 2017-01-01 2017-12-31 0001041061 yum:LongTermIncentivePlansMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2016-01-01 2016-12-31 0001041061 yum:ExecutiveIncomeDeferralPlanMember 2017-01-01 2017-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2015-01-01 2015-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2015-01-01 2015-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2017-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2017-01-01 2017-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember yum:EmployerMethodMember 2017-01-01 2017-12-31 0001041061 yum:LongTermIncentivePlansMember 2017-12-31 0001041061 yum:LongTermIncentivePlansMember yum:ExecutivesDomain 2017-01-01 2017-12-31 0001041061 yum:LongTermIncentivePlansMember yum:RestaurantlevelEmployeesDomain 2017-01-01 2017-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember yum:ExecutiveIncomeDeferralPlanMember 2017-01-01 2017-12-31 0001041061 yum:November2017Domain 2015-01-01 2015-12-31 0001041061 yum:December2015Member 2017-01-01 2017-12-31 0001041061 yum:November2014Member 2015-01-01 2015-12-31 0001041061 yum:November2016Member 2017-01-01 2017-12-31 0001041061 yum:November2014Member 2016-01-01 2016-12-31 0001041061 yum:May2016Member 2016-01-01 2016-12-31 0001041061 yum:December2015Member 2015-01-01 2015-12-31 0001041061 yum:December2015Member 2016-01-01 2016-12-31 0001041061 yum:November2013Member 2016-01-01 2016-12-31 0001041061 yum:March2016Member 2016-01-01 2016-12-31 0001041061 yum:November2017Domain 2017-01-01 2017-12-31 0001041061 yum:November2017Domain 2016-01-01 2016-12-31 0001041061 yum:March2016Member 2015-01-01 2015-12-31 0001041061 yum:May2016Member 2015-01-01 2015-12-31 0001041061 yum:November2013Member 2015-01-01 2015-12-31 0001041061 yum:May2016Member 2017-01-01 2017-12-31 0001041061 yum:November2016Member 2015-01-01 2015-12-31 0001041061 yum:November2014Member 2017-01-01 2017-12-31 0001041061 yum:November2016Member 2016-01-01 2016-12-31 0001041061 yum:November2013Member 2017-01-01 2017-12-31 0001041061 yum:March2016Member 2017-01-01 2017-12-31 0001041061 yum:November2017Domain 2017-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2016-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2015-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2015-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2017-01-01 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2015-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2017-01-01 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2017-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2017-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2016-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignCountryMember 2017-12-31 0001041061 us-gaap:StateAndLocalJurisdictionMember 2017-12-31 0001041061 us-gaap:InternalRevenueServiceIRSMember 2017-12-31 0001041061 yum:TaxYear2018Domain 2017-01-01 2017-12-31 0001041061 yum:DeferredTaxAssetsCurrentYearOperationsMember 2015-01-01 2015-12-31 0001041061 yum:FederalStateForeignandLocalTaxCreditsMember 2017-12-31 0001041061 us-gaap:TaxYear2017Member 2017-01-01 2017-12-31 0001041061 yum:DeferredTaxAssetsCurrentYearOperationsMember 2016-01-01 2016-12-31 0001041061 yum:DeferredTaxAssetsChangesInJudgementMember 2016-01-01 2016-12-31 0001041061 yum:DeferredTaxAssetsChangesInJudgementMember 2015-01-01 2015-12-31 0001041061 yum:RemeasurementofDeferredsDomain 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:CorporateAndOtherMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:CorporateAndOtherMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:CorporateAndOtherMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:TacoBellGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:TacoBellGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:UsMember 2016-01-01 2016-12-31 0001041061 yum:OtherpensionincomeexpenseMember yum:DeferredVestedProjectMember us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 yum:UsMember 2017-01-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember yum:UnallocatedamountstosegmentMember 2017-01-01 2017-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember yum:UnallocatedamountstosegmentMember 2017-01-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember yum:UnallocatedamountstosegmentMember 2016-01-01 2016-12-31 0001041061 yum:UsMember 2016-12-31 0001041061 yum:UsMember 2017-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember yum:UnallocatedamountstosegmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:OtherNonoperatingIncomeExpenseMember 2016-01-01 2016-12-31 0001041061 us-gaap:OtherNonoperatingIncomeExpenseMember 2017-01-01 2017-12-31 0001041061 yum:UsMember 2015-01-01 2015-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2015-01-01 2015-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2016-01-01 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2017-12-31 0001041061 yum:KFCGlobalDivisionMember 2017-12-31 0001041061 yum:KFCGlobalDivisionMember 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2016-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2017-01-01 2017-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2016-01-01 2016-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2016-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2017-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2015-12-31 0001041061 us-gaap:GuaranteeOfIndebtednessOfOthersMember 2017-12-31 0001041061 us-gaap:PropertyLeaseGuaranteeMember 2017-12-31 0001041061 us-gaap:PerformanceGuaranteeMember 2017-12-31 0001041061 us-gaap:GuaranteeOfIndebtednessOfOthersMember yum:FranchiseLoanPoolGuaranteesMember 2017-12-31 0001041061 us-gaap:PropertyLeaseGuaranteeMember 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-04-01 2016-06-30 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-10-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-10-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-03-31 0001041061 2016-01-01 2016-03-31 0001041061 2016-10-01 2016-12-31 0001041061 2016-07-01 2016-09-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-07-01 2016-09-30 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-03-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-04-01 2016-06-30 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-07-01 2016-09-30 0001041061 2016-04-01 2016-06-30 0001041061 yum:UnallocatedamountstosegmentMember us-gaap:SegmentContinuingOperationsMember 2017-04-01 2017-06-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-04-01 2017-06-30 0001041061 2017-01-01 2017-03-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-01-01 2017-03-31 0001041061 yum:UnallocatedamountstosegmentMember us-gaap:SegmentContinuingOperationsMember 2016-10-01 2016-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-07-01 2017-09-30 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-04-01 2017-06-30 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-10-01 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-03-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-10-01 2017-12-31 0001041061 2017-04-01 2017-06-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-10-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-04-01 2016-06-30 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-07-01 2016-09-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-01-01 2016-03-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-01-01 2017-03-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-07-01 2017-09-30 0001041061 2017-07-01 2017-09-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-04-01 2016-06-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-10-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-03-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-04-01 2017-06-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-07-01 2017-09-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-10-01 2017-12-31 0001041061 2018-02-07 yum:Months yum:weeks xbrli:shares xbrli:pure yum:operating_segments yum:Years yum:restaurants yum:countries_and_territiories iso4217:USD iso4217:USD xbrli:shares yum:groups utreg:Rate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

[Ÿ]
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2017
 
 
 
 
 
OR
 
 
 
[  ]
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934

For the transition period from ____________ to _________________
 
Commission file number 1-13163
                        
YUM! BRANDS, INC.
(Exact name of registrant as specified in its charter)

 
North Carolina
 
13-3951308
 
(State or other jurisdiction of
 
(I.R.S. Employer
 
incorporation or organization)
 
Identification No.)
 
 
 
 
 
1441 Gardiner Lane, Louisville, Kentucky
 
40213
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:  (502) 874-8300
Securities registered pursuant to Section 12(b) of the Act
 
 
 
 
 
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock, no par value
 
New York Stock Exchange
 
 
 
Securities registered pursuant to Section 12(g) of the Act:
 
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ü   No     
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes       No ü
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No     
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No     
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ü]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and"emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):  Large accelerated filer:  [ü] Accelerated filer:  [  ] Non-accelerated filer:  [  ] Smaller reporting company:  [  ] Emerging growth company: [  ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes       No ü



The aggregate market value of the voting stock (which consists solely of shares of Common Stock) held by non-affiliates of the registrant as of June 30, 2017 computed by reference to the closing price of the registrant’s Common Stock on the New York Stock Exchange Composite Tape on such date was approximately $25.4 billion.  All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.  The number of shares outstanding of the registrant’s Common Stock as of February 14, 2018 was 332,513,103 shares.

Documents Incorporated by Reference

Portions of the definitive proxy statement furnished to shareholders of the registrant in connection with the annual meeting of shareholders to be held on May 17, 2018 are incorporated by reference into Part III.



Forward-Looking Statements




In this Form 10-K, as well as in other written reports and oral statements, we present “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.  We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe harbor provisions.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. Forward-looking statements are based on our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections will be achieved. Factors that could cause actual results and events to differ materially from our expectations and forward-looking statements include (i) the risks and uncertainties described in the Risk Factors included in Part I, Item 1A of this Form 10-K and (ii) the factors described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of this Form 10-K.  You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. The forward-looking statements included in this Form 10-K are only made as of the date of this Form 10-K and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

2


PART I
Item 1.
Business.

YUM! Brands, Inc. (referred to herein as “YUM”, the “Registrant” or the “Company”), was incorporated under the laws of the state of North Carolina in 1997.  The principal executive offices of YUM are located at 1441 Gardiner Lane, Louisville, Kentucky 40213, and the telephone number at that location is (502) 874-8300. Our website address is http://yum.com.

YUM, together with its subsidiaries, is referred to in this Form 10-K annual report (“Form 10-K”) as the Company.  The terms “we,” “us” and “our” are also used in the Form 10-K to refer to the Company.  Throughout this Form 10-K, the terms “restaurants,” “stores” and “units” are used interchangeably. While YUM! Brands, Inc., referred to as the Company, does not directly own or operate any restaurants, throughout this document we may refer to restaurants that are owned or operated by our subsidiaries as being Company-owned.

Financial Information about Operating Segments and General Development of the Business

As of December 31, 2017, YUM consists of three operating segments:  

•
The KFC Division which includes the worldwide operations of the KFC concept
•
The Pizza Hut Division which includes the worldwide operations of the Pizza Hut concept
•
The Taco Bell Division which includes the worldwide operations of the Taco Bell concept

On October 31, 2016 (the “Distribution Date”), we completed the spin-off of our China business (the "Separation") into an independent, publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). On the Distribution Date, we distributed to each of our shareholders of record as of the close of business on October 19, 2016 (the “Record Date”) one share of Yum China common stock for each share of our Common Stock held as of the Record Date. The distribution was structured to be a tax free distribution to our U.S. shareholders for federal income tax purposes in the United States. Yum China’s common stock trades on the New York Stock Exchange under the symbol “YUMC.” After the distribution, we do not beneficially own any shares of Yum China common stock.

Concurrent with the Separation, a subsidiary of the Company entered into a Master License Agreement with a subsidiary of Yum China for the exclusive right to use and sublicense the use of intellectual property owned by YUM and its affiliates for the development and operation of KFC, Pizza Hut and Taco Bell restaurants in China. Prior to the Separation, our operations in mainland China were reported in our former China Division segment results. As a result of the Separation, the results of operations and cash flows of the separated business are presented as discontinued operations in our Consolidated Statements of Income and Consolidated Statements of Cash Flows for periods presented prior to the Separation. See additional information related to the impact of the Separation in Item 8, Note 4 to the Consolidated Financial Statements.

Operating segment information for the years ended December 31, 2017, 2016 and 2015 for the Company is included in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and in the related Consolidated Financial Statements in Part II, Item 8.

Narrative Description of Business

General

YUM has over 45,000 restaurants in more than 135 countries and territories.  The Company's three concepts of KFC, Pizza Hut and Taco Bell (the “Concepts”), develop, operate or franchise a worldwide system of restaurants which prepare, package and sell a menu of competitively priced food items.  Units are operated by the Concepts or by independent franchisees or licensees under the terms of franchise or license agreements, which typically require an initial non-refundable fee upon an individual store opening and the payment of sales-based fees for use of our Concepts' brands.  The terms "franchise" or "franchisee" within this Form 10-K are meant to describe third parties that operate units under either franchise or license agreements. Franchisees can range in size from individuals owning just one restaurant to large publicly-traded companies.  


3


Restaurant Concepts

Most restaurants in each Concept offer consumers the ability to dine in and/or carry out food.  In addition, Taco Bell and KFC offer a drive-thru option in many stores.  Pizza Hut offers a drive-thru option on a much more limited basis.  Pizza Hut typically offers delivery service, while, on a more limited but expanding basis, KFC and Taco Bell allow for consumers to have the Concepts' food delivered either through store-level or third-party delivery services. In February 2018, we entered into an agreement with GrubHub, Inc., ("Grubhub") the leading online and mobile take out food-ordering company in the U.S. Under the agreement, Grubhub will provide support in the U.S. for the KFC and Taco Bell branded online delivery channels, along with access to Grubhub's online ordering platform, logistics and last-mile support for delivery orders, and point-of-sale integration to streamline operations.

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 convenient food at competitive prices.

The franchise programs of the Company are designed to promote consistency and quality, and the Company is selective in granting franchises.  The Company utilizes both store-level franchise and master franchise programs to grow its businesses. Under store-level franchise agreements, franchisees supply capital – initially by paying a franchise fee to YUM, by purchasing or leasing the land, building, equipment, signs, seating, inventories and supplies and, over the longer term, by reinvesting in the business.  In certain refranchising transactions the Company may retain ownership of land and building and lease them to the franchisee. Franchisees contribute to the Company’s revenues by paying non-refundable upfront fees at inception of the franchise agreement and on an ongoing basis through the payment of royalties based on a percentage of sales (usually 4% - 6%). Under master franchise arrangements, the Company enters into agreements that allow master franchisees to operate restaurants as well as sub-franchise within certain geographic territories. Master franchisees are responsible for overseeing development within their territories and collect initial fees and royalties from sub-franchisees. Master franchisees generally pay upfront fees and ongoing royalties at a reduced rate to the Company. Our largest master franchisee, Yum China, pays a 3% license fee on system sales of our Concepts in mainland China to the Company.

The Company believes that it is important to maintain strong and open relationships with its franchisees and their representatives.  To this end, the Company invests a significant amount of time working with the franchisee community and their representative organizations on key aspects of the business, including products, equipment, operational improvements and standards and management techniques.

Following is a brief description of each Concept:

KFC

•
KFC was founded in Corbin, Kentucky by Colonel Harland D. Sanders, an early developer of the quick service food business and a pioneer of the restaurant franchise concept.  The Colonel perfected his secret blend of 11 herbs and spices for Kentucky Fried Chicken in 1939 and signed up his first franchisee in 1952.

•
KFC operates in 131 countries and territories throughout the world.  As of year end 2017, KFC had 21,487 units, 97 percent of which are franchised.

•
KFC restaurants across the world offer fried and non-fried chicken products such as sandwiches, chicken strips, chicken-on-the-bone and other chicken products marketed under a variety of names. KFC restaurants also offer a variety of entrees and side items suited to local preferences and tastes.  Restaurant decor throughout the world is characterized by the image of the Colonel.

Pizza Hut

•
The first Pizza Hut restaurant was opened in 1958 in Wichita, Kansas, and within a year, the first franchise unit was opened.  Today, Pizza Hut is the largest restaurant chain in the world specializing in the sale of ready-to-eat pizza products.

•
Pizza Hut operates in 106 countries and territories throughout the world. As of year end 2017, Pizza Hut had 16,748 units, 99 percent of which are franchised.

•
Pizza Hut operates in the delivery, carryout and casual dining segments around the world. Outside of the U.S., Pizza Hut often uses unique branding to differentiate these segments. Additionally, a growing percentage of Pizza Hut's customer orders are being generated digitally.

4



•
Pizza Hut features a variety of pizzas which are marketed under varying names.  Each of these pizzas is offered with a variety of different toppings suited to local preferences and tastes.  Many Pizza Huts also offer pasta and chicken wings, including approximately 5,900 stores offering wings under the WingStreet brand in the U.S. Outside the U.S., Pizza Hut casual dining restaurants offer a variety of core menu products other than pizza, which are typically suited to local preferences and tastes. Pizza Hut units feature a distinctive red roof logo on their signage.

Taco Bell

•
The first Taco Bell restaurant was opened in 1962 by Glen Bell in Downey, California, and in 1964, the first Taco Bell franchise was sold.

•
Taco Bell operates in 27 countries and territories throughout the world. As of year end 2017, there were 6,849 Taco Bell units, primarily in the U.S., 90 percent of which are franchised.

•
Taco Bell specializes in Mexican-style food products, including various types of tacos, burritos, quesadillas, salads, nachos and other related items.  Taco Bell offers breakfast items in its U.S. stores. Taco Bell units feature a distinctive bell logo on their signage.

Restaurant Operations

Through its Concepts, YUM develops, operates and franchises a worldwide system of both traditional and non-traditional Quick Service Restaurants ("QSR").  Traditional units can feature dine-in, carryout, drive-thru and delivery services.  Non-traditional units include express units and kiosks which have a more limited menu, usually generate lower sales volumes 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.

Restaurant management structure varies by Concept and unit size.  Generally, each restaurant is led by a restaurant general manager (“RGM”), together with one or more assistant managers, depending on the operating complexity and sales volume of the restaurant.  Each Concept issues detailed manuals, which may then be customized to meet local regulations and customs. These manuals set forth standards and requirements for all aspects of restaurant operations, including food safety and quality, food handling and product preparation procedures, equipment maintenance, facility standards and accounting control procedures.  The restaurant management teams are responsible for the day-to-day operation of each unit and for ensuring compliance with operating standards. CHAMPS – which stands for Cleanliness, Hospitality, Accuracy, Maintenance, Product Quality and Speed of Service – is our proprietary systemwide program for training, measuring and rewarding employee performance against key customer measures.  CHAMPS is intended to align the operating processes of our entire system around one core set of standards. RGMs’ efforts, including CHAMPS performance measures, are monitored by Area Coaches, where sufficient scale allows.  Area Coaches typically work with approximately six to twelve restaurants.  

Supply and Distribution

The Company and franchisees of the Concepts are substantial purchasers of a number of food and paper products, equipment and other restaurant supplies. The principal items purchased include chicken, cheese, beef and pork products, paper and packaging materials. The Company has not experienced any significant continuous shortages of supplies, and alternative sources for most of these products are generally available.  Prices paid for these supplies fluctuate.  When prices increase, the Concepts may attempt to pass on such increases to their customers, although there is no assurance that this can be done practically.

In the U.S., the Company, along with the representatives of the Company’s KFC, Pizza Hut and Taco Bell franchisee groups, are members of Restaurant Supply Chain Solutions, LLC (“RSCS"), which is responsible for purchasing certain restaurant products and equipment.  The core mission of RSCS is to provide the lowest possible sustainable store-delivered prices for restaurant products and equipment.  This arrangement combines the purchasing power of the Company-owned and franchisee restaurants, which the Company believes leverages the system’s scale to drive cost savings and effectiveness in the purchasing function.  The Company also believes that RSCS fosters closer alignment of interests and a stronger relationship with its franchisee community.

Most food products, paper and packaging supplies, and equipment used in restaurant operations are distributed to individual restaurant units by third-party distribution companies.  In the U.S., McLane Foodservice, Inc. is the exclusive distributor for the majority of items used in Company-owned restaurants and for a substantial number of franchisee stores.  


5


Outside the U.S., we and our Concepts' franchisees primarily use decentralized sourcing and distribution systems involving many different global, regional and local suppliers and distributors. We and our franchisees have approximately 6,400 food and paper suppliers, including U.S.-based suppliers that export to many countries.

Trademarks and Patents

The Company and its Concepts own numerous registered trademarks and service marks.  The Company believes that many of these marks, including its Kentucky Fried Chicken®, KFC®, Pizza Hut® and Taco Bell® marks, have significant value and are materially important to its business.  The Company’s policy is to pursue registration of its important marks whenever feasible and to oppose vigorously any infringement of its marks.  

The use of certain of these marks by franchisees has been authorized in our franchise agreements.  Under current law and with proper use, the Company’s rights in its marks can generally last indefinitely.  The Company also has certain patents on restaurant equipment which, while valuable, are not material to its business.

Working Capital

Information about the Company’s working capital is included in MD&A in Part II, Item 7 and the Consolidated Statements of Cash Flows in Part II, Item 8.

Seasonal Operations

The Company does not consider its operations to be seasonal to any material degree.

Competition

The retail food industry, in which our Concepts compete, is made up of supermarkets, supercenters, warehouse stores, convenience stores, coffee shops, snack bars, delicatessens and restaurants (including the QSR segment), and is intensely competitive with respect to price and quality of food products, new product development, digital engagement, advertising levels and promotional initiatives, customer service reputation, restaurant location and attractiveness and maintenance of properties. Competition from delivery aggregators and other food delivery services has also increased in recent years, particularly in urbanized areas. The industry is often affected by changes in consumer tastes; national, regional or local economic conditions; currency fluctuations; demographic trends; traffic patterns; the type, number and location of competing food retailers and products; and disposable purchasing power.  Each of the Concepts competes with international, national and regional restaurant chains as well as locally-owned restaurants, not only for customers, but also for management and hourly personnel, suitable real estate sites and qualified franchisees.  Given the various types and vast number of competitors, our Concepts do not constitute a significant portion of the retail food industry in terms of number of system units or system sales, either on a worldwide or individual country basis.

Research and Development (“R&D”)

The Company operates R&D facilities in Plano, Texas (KFC and Pizza Hut Divisions); Irvine, California (Taco Bell Division); Louisville, Kentucky (KFC U.S.) and several other locations outside the U.S.  In addition to Company R&D, we regularly also engage independent suppliers to conduct research and development activities for the benefit of the YUM system. The Company expensed $22 million, $24 million and $25 million in 2017, 2016 and 2015, respectively, for R&D activities.  

Environmental Matters

The Company is not aware of any federal, state or local environmental laws or regulations that will materially affect its earnings or competitive position, or result in material capital expenditures.  However, the Company cannot predict the effect on its operations of possible future environmental legislation or regulations.  During 2017, there were no material capital expenditures for environmental control facilities and no such material expenditures are anticipated.

Government Regulation

U.S. Operations.  The Company and its U.S. operations, as well as our franchisees, are subject to various federal, state and local laws affecting its business, including laws and regulations concerning information security, labor and employment, health, marketing, food labeling, sanitation and safety.  Each of our and our Concepts’ franchisees' restaurants in the U.S. must comply with licensing and regulation by a number of governmental authorities, which include health, sanitation, safety, fire and zoning agencies in the state and/or municipality in which the restaurant is located.  In addition, each Concept must comply with various

6


state and federal laws that regulate the franchisor/franchisee relationship.  To date, the Company has not been materially adversely affected by such licensing and regulation or by any difficulty, delay or failure to obtain required licenses or approvals.

International Operations.  Our and our Concepts' franchisees' restaurants outside the U.S. are subject to national and local laws and regulations which are similar to those affecting U.S. restaurants.  The restaurants outside the U.S. are also subject to tariffs and regulations on imported commodities and equipment and laws regulating foreign investment, as well as anti-bribery and anti-corruption laws.  

See Item 1A "Risk Factors" for a discussion of risks relating to federal, state, local and international regulation of our business.

Employees

As of year end 2017, the Company and its subsidiaries employed approximately 60,000 persons. The Company believes that it provides working conditions and compensation that compare favorably with those of its principal competitors.  The majority of employees are paid on an hourly basis.  Some employees are subject to labor council relationships that vary due to the diverse cultures in which the Company operates.  The Company and its Concepts consider their employee relations to be good.

Financial Information about Geographic Areas

Financial information about our significant geographic areas is incorporated herein by reference from the related Consolidated Financial Statements in Part II, Item 8.

Available Information

The Company makes available, through the Investor Relations section of its internet website at http://www.yum.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission ("SEC") at http://www.sec.gov.  These reports may also be obtained by visiting the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1 (800) SEC-0330.

Our Corporate Governance Principles and our Code of Conduct are also located within the Investor Relations section of the Company's website.  The reference to the Company’s website address does not constitute incorporation by reference of the information contained on the website and should not be considered part of this document.  These documents, as well as our SEC filings, are available in print free of charge to any shareholder who requests a copy from our Investor Relations Department.

Item 1A.
Risk Factors.

You should carefully review the risks described below as they identify important factors that could cause our actual results to differ materially from our forward-looking statements and historical trends.

Food safety and food-borne illness concerns may have an adverse effect on our business.

Food-borne illnesses, such as E. coli, trichinosis, listeria and salmonella, occur or may occur within our system from time to time.  In addition, food safety issues such as food tampering, contamination and adulteration occur or may occur within our system from time to time. Any report or publicity linking us or one of our Concepts’ restaurants, including restaurants operated by us or our Concepts’ franchisees, or linking our competitors or our industry generally, to instances of food-borne illness or food safety issues could adversely affect our Concepts’ brands and reputations as well as our revenues and profits, and possibly lead to product liability claims, litigation and damages.  If a customer of one of our Concepts becomes ill as a result of food safety issues, restaurants in our system may be temporarily closed, which could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.  In addition, instances or allegations of food-borne illness or food safety issues, real or perceived, involving our restaurants, restaurants of competitors, or suppliers or distributors (regardless of whether we use or have used those suppliers or distributors), or otherwise involving the types of food served at our restaurants, could result in negative publicity that could adversely affect our sales or the sales of our Concepts’ franchisees. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, which could result in disruptions in our supply chain and/or lower margins for us and our Concepts’ franchisees.


7


Health concerns arising from outbreaks of viruses or other diseases may have an adverse effect on our business.

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic, including various strains of avian flu or swine flu, such as H1N1. The occurrence of such an outbreak of an epidemic, illness or other adverse public health developments could materially disrupt our business and operations. Such events could also significantly impact our industry and cause a temporary closure of restaurants, which would severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

Our operations could be disrupted if any of our employees or employees of our business partners were suspected of having the avian flu or swine flu, or other illnesses such as hepatitis A or norovirus, since this could require us or our business partners to quarantine some or all of such employees or disinfect our restaurant facilities. Outbreaks of avian flu occur from time to time around the world, and such outbreaks have resulted in confirmed human cases. It is possible that outbreaks could reach pandemic levels.  Public concern over avian flu generally may cause fear about the consumption of chicken, eggs and other products derived from poultry, which could cause customers to consume less poultry and related products. Because poultry is a menu offering for our Concepts, this would likely result in lower revenues and profits for us and our Concepts’ franchisees. Avian flu outbreaks could also adversely affect the price and availability of poultry, which could negatively impact our profit margins and revenues.

Furthermore, other viruses may be transmitted through human contact, and the risk of contracting viruses could cause employees or guests to avoid gathering in public places, which could adversely affect restaurant guest traffic or the ability to adequately staff restaurants.  We could also be adversely affected if government authorities impose mandatory closures, seek voluntary closures or impose restrictions on operations of restaurants.  Even if such measures are not implemented and a virus or other disease does not spread significantly, the perceived risk of infection or health risk may affect our business.

Our operating results and growth strategies are closely and increasingly tied to the success of our Concepts’ franchisees.

A significant and growing portion of our restaurants are operated by our Concepts’ franchisees. In 2016, we announced our plan to become at least 98% franchised by the end of 2018. Our refranchising efforts have increased, and will continue to increase, our dependence on the financial success and cooperation of our Concepts’ franchisees. In addition, our long-term system sales growth targets depend on an acceleration of our historical net system unit growth rate. Nearly all of this unit growth is expected to result from new unit openings by our Concepts’ franchisees. If our Concepts’ franchisees do not meet our expectations for new unit development, we may fall short of our system sales growth targets.

We have limited control over how our Concepts’ franchisees’ businesses are run, and their inability to operate successfully could adversely affect our operating results through decreased royalty payments. If our Concepts’ franchisees incur too much debt, if their operating expenses or commodity prices increase or if economic or sales trends deteriorate such that they are unable to operate profitably or repay existing debt, it could result in their financial distress, including insolvency or bankruptcy.  If a significant franchisee of one of our Concepts becomes, or a significant number of our Concepts’ franchisees in the aggregate become, financially distressed, our operating results could be impacted through reduced or delayed royalty payments and reduced new unit development. In addition, we are contingently liable on certain of our Concepts’ franchisees’ lease agreements, including lease agreements that we have guaranteed or assigned to franchisees in connection with the refranchising of certain Company-owned restaurants. Our operating results could be impacted by any increased rent obligations for such leased properties to the extent our Concepts’ franchisees default on such lease agreements.

Our success also depends on the willingness and ability of our Concepts’ franchisees to implement major initiatives such as restaurant remodels or equipment or technology upgrades, which may require financial investment. Our Concepts may be unable to successfully implement strategies that we believe are necessary for further growth if their franchisees do not participate, which in turn may harm the growth prospects and financial condition of the Company. Additionally, the failure of our Concepts’ franchisees to focus on the fundamentals of restaurant operations, such as quality service and cleanliness (even if such failures do not rise to the level of breaching the related franchise documents), could have a negative impact on our business.

We may not successfully implement our transformation initiatives or fully realize the anticipated benefits from the transformation.

We are in the process of implementing our strategic transformation plans to drive global expansion of our KFC, Pizza Hut and Taco Bell brands. Among other things, this transformation includes a plan to become at least 98% franchised by the end of 2018 and to significantly reduce annual capital expenditures and our general and administrative costs, each by the end of 2019. We cannot assure you that we will be able to successfully implement our transformation initiatives. Further, our ability to achieve the anticipated benefits of this transformation, including the anticipated levels of cost savings and efficiency, within expected timeframes is subject to many estimates and assumptions, which are, in turn, subject to significant economic, competitive and other uncertainties, some of which are beyond our control. There is no assurance that we will successfully implement, or fully

8


realize the anticipated positive impact of, our transformation initiatives, or execute successfully on our transformation strategy, in the expected timeframes or at all. In addition, there can be no assurance that our efforts, if properly executed, will result in our desired outcome of improved financial performance.

We have significant exposure to the Chinese market through our largest franchisee, Yum China, which subjects us to risks that could negatively affect our business.

In connection with the Separation, we entered into a Master License Agreement with Yum China pursuant to which Yum China is the exclusive licensee of the KFC, Pizza Hut and Taco Bell Concepts and their related marks and other intellectual property rights for restaurant services in China. Following the Separation, Yum China became, and continues to be, our largest franchisee. As a result, our overall financial results are significantly affected by Yum China’s results. Yum China's business is exposed to risks in China, which include, among others, changes in economic conditions (including consumer spending, unemployment levels and wage and commodity inflation), consumer preferences, and the regulatory environment, as well as increased media scrutiny of our Concepts and industry, fluctuations in foreign exchange rates and increased competition.  Further, any significant or prolonged deterioration in U.S.-China relations could adversely affect our Concepts in China if Chinese consumers reduce the frequency of their visits to Yum China’s restaurants.   Chinese law regulates Yum China's business conducted within China. Our royalty income from the Yum China business is therefore subject to numerous uncertainties based on the policies of the Chinese government, as they may change from time to time.

Our relationship with Yum China is governed by a Master License Agreement, which may be terminated upon the occurrence of certain events, such as the insolvency or bankruptcy of Yum China. In addition, if we are unable to enforce our intellectual property or contract rights in China, if Yum China is unable or unwilling to satisfy its obligations under the Master License Agreement, or if the Master License Agreement is otherwise terminated, it could result in an interruption in the operation of our brands that have been exclusively licensed to Yum China for use in China. Such interruption could cause a delay in, or loss of, royalty income to us, which would negatively impact our financial results.

Our international operations subject us to risks that could negatively affect our business.

A significant portion of our Concepts’ restaurants are operated in countries and territories outside of the U.S., including in emerging markets, and we intend to continue expansion of our international operations.  As a result, our business is increasingly exposed to risks inherent in international operations.  These risks, which can vary substantially by country, include political instability, corruption, anti-American sentiment and social and ethnic unrest, as well as changes in economic conditions (including consumer spending, unemployment levels and wage and commodity inflation), the regulatory environment, income and non-income based tax rates and laws, sanctions, foreign exchange control regimes, consumer preferences and the laws and policies that govern foreign investment in countries where our restaurants are operated. In addition, our franchisees do business in jurisdictions that may be subject to trade or economic sanction regimes and such sanctions could be expanded. Any failure to comply with such sanction regimes or other similar laws or regulations could result in the assessment of damages, the imposition of penalties, suspension of business licenses, or a cessation of operations at our franchisees’ businesses, as well as damage to our and our Concepts’ brands’ images and reputations, all of which could harm our profitability.

Foreign currency risks and foreign exchange controls could adversely affect our financial results.

Our results of operations and the value of our foreign assets are affected by fluctuations in currency exchange rates, which may adversely affect reported earnings.  More specifically, an increase in the value of the U.S. dollar relative to other currencies, such as the Chinese Renminbi (“RMB”), Australian Dollar, the British Pound and the Euro, as well as currencies in certain other markets, such as the Malaysian Ringgit and Russian Ruble, could have an adverse effect on our reported earnings. There can be no assurance as to the future effect of any such changes on our results of operations, financial condition or cash flows. In addition, the Chinese government restricts the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Yum China’s income is almost exclusively derived from the earnings of its Chinese subsidiaries, with substantially all revenues of its Chinese subsidiaries denominated in RMB. Any significant fluctuation in the value of the RMB could materially impact the U.S. dollar value of royalty payments made to us by Yum China, which could result in lower revenues. In addition restrictions on the conversion of RMB to U.S. dollars or further restrictions on the remittance of currency out of China could result in delays in the remittance of Yum China’s license fee, which could impact our liquidity.

Failure to protect the integrity and security of personal information of our customers and employees could result in substantial costs, expose us to litigation and damage our reputation.

We receive and maintain certain personal, financial and other information about our customers, employees and franchisees. In addition, our vendors and/or franchisees receive and maintain certain personal, financial and other information about our employees

9


and customers. The use and handling of this information is regulated by evolving and increasingly demanding laws and regulations in various jurisdictions, as well as by certain third-party contracts. If our security and information systems are compromised as a result of data corruption or loss, cyber-attack or a network security incident or if our employees, franchisees or vendors fail to comply with these laws and regulations and this information is obtained by unauthorized persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause us to incur substantial costs and result in a loss of customer confidence, which could adversely affect our results of operations and financial condition. Additionally, we could be subject to litigation and government enforcement actions as a result of any such failure.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries where we, our Concepts and our Concepts’ franchisees do business. For example, the European Union adopted a new regulation that becomes effective in May 2018, The General Data Protection Regulation ("GDPR"), which requires companies to meet new requirements regarding the handling of personal data. Our failure to adhere to or successfully implement appropriate processes to adhere to the requirements of GDPR and other laws and regulations in this area could result in financial penalties, legal liability and could damage our and our Concepts’ brands’ reputations.

There are risks associated with our increasing dependence on digital commerce platforms to maintain and grow sales. In addition, aspects of our information technology systems may experience disruptions, which could harm our ability to compete and conduct our business.

Customers are increasingly using e-commerce websites and apps, both domestically and internationally, like pizzahut.com, Pizza Hut, KFC and Taco Bell apps, as well as apps owned by third-party delivery aggregators such as Grubhub and third-party mobile payment processors, to order and pay for our Concepts’ products. As a result, our Concepts and our Concepts’ franchisees are increasingly reliant on digital ordering and payment as a sales channel. These digital ordering and payment platforms could be damaged or interrupted by power loss, technological failures, user errors, cyber-attacks, other forms of sabotage or acts of God. In particular, Pizza Hut relies on digital orders for a significant portion of its sales and could experience interruptions of its digital ordering platforms, which could limit or delay customers’ ability to order through such platforms. Any such limitation or delay would negatively impact Pizza Hut’s sales and customer experience and perception. In addition, if Pizza Hut’s digital ordering platforms do not meet customers’ expectations in terms of security, speed, attractiveness, or ease of use, customers may be less inclined to return to such digital ordering platforms, which could negatively impact our sales, results of operations and financial condition.

In addition, Yum China, our largest franchisee, relies heavily on third-party mobile payment apps such as Alipay and WeChat as a means through which to generate sales and process payments. Should customers become unable to access mobile payment apps in China, or should the relationship between Yum China and one or more third-party mobile payment processors become interrupted, our results of operations could be negatively impacted.

Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could adversely impact our business.

In recent years, there has been a marked increase in the use of social media platforms, including blogs, chat platforms, social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. The rising popularity of social media and other consumer-oriented technologies has increased the speed and accessibility of information dissemination. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information via social media could harm our business, reputation, financial condition, and results of operations, regardless of the information’s accuracy. The damage may be immediate without affording us an opportunity for redress or correction.

In addition, social media is frequently used by our Concepts to communicate with their respective customers and the public in general. Failure by our Concepts to use social media effectively or appropriately, particularly as compared to our Concepts’ respective competitors, could lead to a decline in brand value, customer visits and revenue. Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our Concepts’ brands, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information. The inappropriate use of social media by our customers or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation and adversely affect our results of operations.


10


Shortages or interruptions in the availability and delivery of food and other supplies may increase costs or reduce revenues.

The products sold by our Concepts and their franchisees are sourced from a wide variety of domestic and international suppliers. We, along with our Concepts’ franchisees, are also dependent upon third parties to make frequent deliveries of food products and supplies that meet our specifications at competitive prices.  Shortages or interruptions in the supply of food items and other supplies to our Concepts’ restaurants could adversely affect the availability, quality and cost of items we use and the operations of our restaurants.  Such shortages or disruptions could be caused by inclement weather, natural disasters, inaccurate forecasting of customer demand, problems in production or distribution, restrictions on imports or exports, the inability of vendors to obtain credit, political instability in the countries in which suppliers and distributors are located, the financial instability of suppliers and distributors, suppliers’ or distributors’ failure to meet our standards, product quality issues, inflation, other factors relating to the suppliers and distributors and the countries in which they are located, food safety warnings or advisories or the prospect of such pronouncements, the cancellation of supply or distribution agreements or an inability to renew such arrangements or to find replacements on commercially reasonable terms, or other conditions beyond our control or the control of our Concepts’ franchisees.  In the U.S., the Company, along with representatives of the Company’s KFC, Pizza Hut and Taco Bell franchisee groups, are members of Restaurant Supply Chain Solutions, LLC (“RSCS"), which is responsible for purchasing certain restaurant products and equipment. Any failure or inability of RSCS to perform its purchasing obligations could result in shortages or interruptions in the availability of food and other supplies.

A shortage or interruption in the availability of certain food products or supplies could increase costs and limit the availability of products critical to restaurant operations, which in turn could lead to restaurant closures and/or a decrease in sales.  In addition, failure by a key supplier or distributor for our Concepts and/or our Concepts’ franchisees to meet its service requirements could lead to a disruption of service or supply until a new supplier or distributor is engaged, and any disruption could have an adverse effect on our business.

We may not achieve our target development goals, aggressive development could cannibalize existing sales and new restaurants may not be profitable.

Our growth strategy depends on our and our Concepts’ franchisees’ ability to increase our net restaurant count in markets around the world, especially in emerging markets.  The successful development of new units depends in large part on the ability of our Concepts’ franchisees to open new restaurants and to operate these restaurants profitably.  We cannot guarantee that we, or our Concepts’ franchisees, including Yum China, will be able to achieve our expansion goals or that new restaurants will be operated profitably.  Further, there is no assurance that any new restaurant will produce operating results similar to those of our existing restaurants.  Other risks that could impact our ability to increase the number of our restaurants include prevailing economic conditions and trade or economic sanctions and our, or our Concepts’ franchisees’, ability to obtain suitable restaurant locations, negotiate acceptable lease or purchase terms for the locations, obtain required permits and approvals in a timely manner, hire and train qualified restaurant crews and meet construction schedules.

Expansion into target markets could also be affected by our Concepts’ franchisees’ ability to obtain financing to construct and open new restaurants.  If it becomes more difficult or more expensive for our Concepts’ franchisees to obtain financing to develop new restaurants, the expected growth of our system could slow and our future revenues and operating cash flows could be adversely impacted.

In addition, the development of new restaurants could impact the sales of our Concepts’ existing restaurants nearby.  There can be no assurance that sales cannibalization will not occur or become more significant in the future as we increase our presence in existing markets.

Labor shortages or difficulty finding qualified employees could slow our growth, harm our business and reduce our profitability.

Restaurant operations are highly service-oriented and our success depends in part upon our and our Concepts’ franchisees’ ability to attract, retain and motivate a sufficient number of qualified employees, including restaurant managers and other crew members. The market for qualified employees in our industry is very competitive. Any future inability to recruit and retain qualified individuals may delay the planned openings of new restaurants by us and our Concepts’ franchisees and could adversely impact operation of our Concepts’ existing restaurants. Any such delays, material increases in employee turnover rate in existing restaurants or widespread employee dissatisfaction could have a material adverse effect on our and our Concepts’ franchisees’ business and results of operations.

In addition, strikes, work slowdowns or other job actions may become more common. In the event of a strike, work slowdown or other labor unrest, the ability to adequately staff our Concepts’ restaurants could be impaired, which could result in reduced revenue and customer claims, and may distract our management from focusing on our business and strategic priorities.

11



Changes in labor and other operating costs could adversely affect our results of operations.

An increase in the costs of employee wages, benefits and insurance (including workers’ compensation, general liability, property and health) as well as other operating costs such as rent and energy costs could adversely affect our operating results.  Such increases could result from government imposition of higher minimum wages or from general economic or competitive conditions. Any increase in such operating expenses could adversely affect our and our Concepts’ franchisees’ profit margins. In addition, competition for qualified employees could also compel us or our Concepts’ franchisees to pay higher wages to attract or retain key crew members, which could result in higher labor costs and decreased profitability.

The standard for determining joint employer status could adversely affect our business operations and increase our liabilities resulting from actions by our Concepts’ franchisees.

The National Labor Relations Board’s (the “NLRB”) standard for determining when two or more otherwise unrelated employers may be found to be a joint employer of the same employees under the National Labor Relations Act is uncertain and subject to change. In addition, the general counsel’s office of the NLRB has issued complaints naming McDonald’s Corporation as a joint employer of workers at its franchisees for alleged violations of the U.S. Fair Labor Standards Act. The NLRB’s joint employer liability standard could cause us or our Concepts to be liable or held responsible for unfair labor practices, violations of wage and hour laws, and other violations and could also require our Concepts to conduct collective bargaining negotiations regarding employees of our Concepts’ franchisees. Further, there is no assurance that we or our Concepts will not receive similar complaints as McDonald’s Corporation in the future, which could result in legal proceedings based on the actions of our Concepts’ franchisees. In such events, our operating expenses may increase as a result of required modifications to our business practices, increased litigation, governmental investigations or proceedings, administrative enforcement actions, fines and civil liability.

An increase in food prices may have an adverse impact on our and our Concepts’ franchisees’ profit margins.

Our and our Concepts’ franchisees’ businesses depend on reliable sources of large quantities of raw materials such as proteins (including poultry, pork, beef and seafood), cheese, oil, flour and vegetables (including potatoes and lettuce). Raw materials purchased for use in our Concepts’ restaurants are subject to price volatility caused by any fluctuation in aggregate supply and demand, or other external conditions, such as weather conditions or natural events or disasters that affect expected harvests of such raw materials. As a result, the historical prices of raw materials used in the operation of our Concepts’ restaurants have fluctuated. We cannot assure you that we or our Concepts’ franchisees will continue to be able to purchase raw materials at reasonable prices, or that the cost of raw materials will remain stable in the future. In addition, a significant increase in gasoline prices could result in the imposition of fuel surcharges by our distributors.

Because we and our Concepts’ franchisees provide competitively priced food, we may not have the ability to pass through to our customers the full amount of any commodity price increases. If we and our Concepts’ franchisees are unable to manage the cost of raw materials or to increase the prices of products proportionately, our and our franchisees’ profit margins may be adversely impacted.

Our Concepts’ brands may be limited or diluted through franchisee and third-party activity.

Although we monitor and regulate franchisee activities through our Concepts’ franchise agreements, franchisees or other third parties may refer to or make statements about our Concepts’ brands that do not make proper use of our trademarks or required designations, that improperly alter trademarks or branding, or that are critical of our Concepts’ brands or place our Concepts’ brands in a context that may tarnish their reputation. This may result in dilution of, or harm to, our intellectual property or the value of our Concepts’ brands.

Franchisee noncompliance with the terms and conditions of our franchise agreements may reduce the overall goodwill of our Concepts’ brands, whether through the failure to meet health and safety standards, engage in quality control or maintain product consistency, or through the participation in improper or objectionable business practices. Moreover, unauthorized third parties, including our Concepts’ current and former franchisees, may use our intellectual property to trade on the goodwill of our Concepts’ brands, resulting in consumer confusion or dilution. Any reduction of our Concepts’ brands’ goodwill, consumer confusion, or dilution is likely to impact sales, and could materially and adversely impact our business and results of operations.

Our success depends substantially on our corporate reputation and on the value and perception of our brands.

Our success depends in large part upon our ability and our Concepts’ franchisees’ ability to maintain and enhance the value of our brands and our customers’ loyalty to our brands.  Brand value is based in part on consumer perceptions on a variety of subjective

12


qualities. Business incidents, whether isolated or recurring, and whether originating from us, franchisees, competitors, suppliers or distributors, can significantly reduce brand value and consumer trust, particularly if the incidents receive considerable publicity or result in litigation.  For example, our Concepts’ brands could be damaged by claims or perceptions about the quality or safety of our products or the quality or reputation of our suppliers, distributors or franchisees, regardless of whether such claims or perceptions are true. Similarly, entities in our supply chain may engage in conduct, including alleged human rights abuses or environmental wrongdoing, and any such conduct could damage our or our Concepts’ brands’ reputations. Any such incidents (even if resulting from actions of a competitor or franchisee) could cause a decline directly or indirectly in consumer confidence in, or the perception of, our Concepts’ brands and/or our products and reduce consumer demand for our products, which would likely result in lower revenues and profits. Additionally, our corporate reputation could suffer from a real or perceived failure of corporate governance or misconduct by a Company officer, or an employee or representative of us or a franchisee.

We could be party to litigation that could adversely affect us by increasing our expenses, diverting management attention or subjecting us to significant monetary damages and other remedies.

We are regularly involved in legal proceedings, which include consumer, employment, real estate related, tort, intellectual property, breach of contract, securities, derivative and other litigation. See the discussion of legal proceedings in Note 20 to the Consolidated Financial Statements included in Item 8 of this Form 10-K. Plaintiffs in these types of lawsuits often seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may not be accurately estimated.  Regardless of whether any such claims have merit, or whether we are ultimately held liable or settle, such litigation may be expensive to defend and may divert resources and management attention away from our operations and negatively impact reported earnings.  With respect to insured claims, a judgment for monetary damages in excess of any insurance coverage could adversely affect our financial condition or results of operations.  Any adverse publicity resulting from these allegations may also adversely affect our reputation, which in turn could adversely affect our results of operations.

In addition, the restaurant industry around the world has been subject to claims that relate to the nutritional content of food products, as well as claims that the menus and practices of restaurant chains have led to customer health issues, including weight gain and other adverse effects. These concerns could lead to an increase in the regulation of the content or marketing of our products. We may also be subject to such claims in the future and, even if we are not, publicity about these matters (particularly directed at the quick service and fast-casual segments of the retail food industry) may harm our reputation and adversely affect our business, financial condition and results of operations.

Changes in, or noncompliance with, governmental regulations may adversely affect our business operations, growth prospects or financial condition.

Our Concepts and their franchisees are subject to numerous laws and regulations around the world. These laws change regularly and are increasingly complex. For example, we are subject to:

•
The Americans with Disabilities Act in the U.S. and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas.
•
The U.S. Fair Labor Standards Act, which governs matters such as minimum wages, overtime and other working conditions, as well as family leave mandates and a variety of similar state laws that govern these and other employment law matters.
•
Laws and regulations in government-mandated health care benefits such as the Patient Protection and Affordable Care Act.
•
Laws and regulations relating to nutritional content, nutritional labeling, product safety, product marketing and menu labeling.
•
Laws relating to state and local licensing.
•
Laws relating to the relationship between franchisors and franchisees.
•
Laws and regulations relating to health, sanitation, food, workplace safety, child labor, including laws prohibiting the use of certain “hazardous equipment” by employees younger than the age of 18 years of age, and fire safety and prevention.
•
Laws and regulations relating to union organizing rights and activities.
•
Laws relating to information security, privacy (including the European Union's GDPR, which will become effective in May 2018), cashless payments, and consumer protection.
•
Laws relating to currency conversion or exchange.
•
Laws relating to international trade and sanctions.
•
Tax laws and regulations.
•
Anti-bribery and anti-corruption laws.
•
Environmental laws and regulations.
•
Federal and state immigration laws and regulations in the U.S.

13



Compliance with new or existing laws and regulations could impact our or our Concepts’ franchisees’ operations. The compliance costs associated with these laws and regulations could be substantial. Any failure or alleged failure to comply with these laws or regulations could adversely affect our reputation, international expansion efforts, growth prospects and financial results or result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability. Publicity relating to any such noncompliance could also harm our reputation and adversely affect our revenues.

Failure to comply with anti-bribery or anti-corruption laws could adversely affect our business operations.

The U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other similar applicable laws prohibiting bribery of government officials and other corrupt practices are the subject of increasing emphasis and enforcement around the world. Although we have implemented policies and procedures designed to promote compliance with these laws, there can be no assurance that our employees, contractors, agents or other third parties will not take actions in violation of our policies or applicable law, particularly as we expand our operations in emerging markets and elsewhere. Any such violations or suspected violations could subject us to civil or criminal penalties, including substantial fines and significant investigation costs, and could also materially damage our reputation, brands, international expansion efforts and growth prospects, business and operating results. Publicity relating to any noncompliance or alleged noncompliance could also harm our reputation and adversely affect our revenues and results of operations.

Tax matters, including changes in tax rates or laws, disagreements with taxing authorities and imposition of new taxes could impact our results of operations and financial condition.

We are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property, withholding and franchise taxes in both the U.S. and various foreign jurisdictions. We are also subject to ongoing and/or regular reviews, examinations and audits by the U.S. Internal Revenue Service (“IRS”) and other taxing authorities with respect to such income and non-income based taxes inside and outside of the U.S. In connection with the Organisation for Economic Co-operation and Development’s Base Erosion and Profit Shifting project, companies are now required to disclose more information to tax authorities on their global operations, which may lead to greater audit scrutiny of profits earned in various countries. Our accruals for tax liabilities are based on past experience, interpretations of applicable law, and judgments about potential actions by tax authorities, but because such accruals require significant judgment the ultimate resolution of any tax matters may result in payments greater than the amounts accrued. If the IRS or another taxing authority disagrees with our tax positions, we could face additional tax liabilities, including interest and penalties.  Payment of additional amounts upon final settlement or adjudication of any disputes could have a material impact on our results of operations and financial position.

In addition, we are directly and indirectly affected by new tax laws and regulation and the interpretation of tax laws and regulations worldwide. Changes in laws, regulation or interpretation of existing laws and regulations in the U.S. and other jurisdictions where we are subject to taxation could increase our taxes and have an adverse effect on our results of operations and financial condition.

On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) which significantly modifies the U.S. corporate income tax system. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we have made reasonable estimates of its effects and recorded provisional amounts for the year ended December 31, 2017, consistent with applicable SEC guidance. (See details of the charge we recorded upon enactment of the Tax Act in Note 18 to the Consolidated Financial Statements included in Item 8 of this Form 10-K.) These provisional amounts include a one-time mandatory deemed repatriation tax on accumulated foreign earnings, the remeasurement of certain net deferred tax assets and liabilities and the establishment of a valuation allowance on our foreign tax credits. We are continuing to evaluate the Tax Act and its requirements, as well as its application to our business and its impact on our ongoing effective tax rate. The final impacts of the Tax Act may differ from current estimates and provisional amounts recorded, possibly materially, due to, among other things, changes in interpretations of the Tax Act, changes in accounting standards for income taxes or related accounting interpretations in response to the Tax Act, or updates or changes to estimates the Company has utilized to calculate the provisional impacts.

The Yum China spin-off and certain related transactions could result in substantial U.S. tax liability.

We received opinions of outside counsel substantially to the effect that, for U.S. federal income tax purposes, the Yum China spin-off and certain related transactions qualified as generally tax-free under Sections 355 and 361 of the U.S. Internal Revenue Code. The opinions relied on various facts and assumptions, as well as certain representations as to factual matters and undertakings (including with respect to future conduct) made by Yum China and us. If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, we may not be able to rely on these opinions of outside counsel. Accordingly, notwithstanding receipt of the opinions of outside counsel, the conclusions reached in the tax opinions may be challenged by the

14


IRS. Because the opinions are not binding on the IRS or the courts, there can be no assurance that the IRS or the courts will not prevail in any such challenge.

If, notwithstanding receipt of any opinion, the IRS were to conclude that the Yum China spin-off was taxable, in general, we would recognize taxable gain as if we had sold the Yum China common stock in a taxable sale for its fair market value. In addition, each U.S. holder of our Common Stock who received shares of Yum China common stock in connection with the spin-off transaction would generally be treated as having received a taxable distribution of property in an amount equal to the fair market value of the shares of Yum China common stock received. That distribution would be taxable to each such U.S. stockholder as a dividend to the extent of our current and accumulated earnings and profits. For each such U.S. stockholder, any amount that exceeded our earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in our shares of Common Stock with any remaining amount being taxed as a capital gain.

The Yum China spin-off may be subject to China indirect transfer tax.

In February 2015, the Chinese State Administration of Taxation (“SAT”) issued the Bulletin on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-resident Enterprises (“Bulletin 7”). Pursuant to Bulletin 7, an “indirect transfer” of Chinese taxable assets, including equity interests in a China resident enterprise (“Chinese interests”), by a non-resident enterprise, may be recharacterized and treated as a direct transfer of Chinese taxable assets, if such arrangement does not have reasonable commercial purpose and the transferor has avoided payment of Chinese enterprise income tax. Using general anti-tax avoidance provisions, the SAT may treat an indirect transfer as a direct transfer of Chinese interests if the transfer has avoided Chinese tax by way of an arrangement without reasonable commercial purpose. As a result, gains derived from such indirect transfer may be subject to Chinese enterprise income tax, and the transferee or other person who is obligated to pay for the transfer would be obligated to withhold the applicable taxes, currently at a rate of up to 10% of the capital gain in the case of an indirect transfer of equity interests in a China resident enterprise.

We evaluated the potential applicability of Bulletin 7 in connection with the Separation in the form of a tax free restructuring and believe it is more likely than not that Bulletin 7 does not apply. We believe that the restructuring has reasonable commercial purpose.

However, there are significant uncertainties regarding what constitutes a reasonable commercial purpose, how the safe harbor provisions for group restructurings are to be interpreted and how the Chinese tax authorities will ultimately view the spin-off. As a result, our position could be challenged by the Chinese tax authorities resulting in a tax at a rate of 10% assessed on the difference between the fair market value and the tax basis of Yum China. As our tax basis in Yum China was minimal, the amount of such a tax could be significant and have a material adverse effect on our results of operations and our financial condition.

Failure to protect our service marks or other intellectual property could harm our business.

We regard our Yum®, KFC®, Pizza Hut® and Taco Bell® service marks, and other service marks and trademarks related to our restaurant businesses, as having significant value and being important to our marketing efforts. We rely on a combination of protections provided by contracts, copyrights, patents, trademarks, service marks and other common law rights, such as trade secret and unfair competition laws, to protect our restaurants and services from infringement. We have registered certain trademarks and service marks in the U.S. and foreign jurisdictions. However, from time to time we become aware of names and marks identical or confusingly similar to our service marks being used by other persons. Although our policy is to oppose any such infringement, further or unknown unauthorized uses or other misappropriation of our trademarks or service marks could diminish the value of our brands and adversely affect our business. In addition, effective intellectual property protection may not be available in every country in which our Concepts have, or intend to open or franchise, a restaurant. There can be no assurance that these protections will be adequate, and defending or enforcing our service marks and other intellectual property could result in the expenditure of significant resources. We may also face claims of infringement that could interfere with the use of the proprietary know-how, concepts, recipes, or trade secrets used in our business. Defending against such claims may be costly, and we may be prohibited from using such proprietary information in the future or forced to pay damages, royalties, or other fees for using such proprietary information, any of which could negatively affect our business, reputation, financial condition, and results of operations.

15



Our business may be adversely impacted by changes in consumer discretionary spending and general economic conditions.

Purchases at our Concepts’ restaurants are discretionary for consumers and, therefore, our results of operations are susceptible to economic slowdowns and recessions. Our results of operations are dependent upon discretionary spending by consumers, which may be affected by general economic conditions globally or in one or more of the markets we serve.  Some of the factors that impact discretionary consumer spending include unemployment rates, fluctuations in the level of disposable income, the price of gasoline, stock market performance and changes in the level of consumer confidence.  These and other macroeconomic factors could have an adverse effect on our sales, profitability or development plans, which could harm our financial condition and operating results.

The retail food industry in which we operate is highly competitive.

The retail food industry in which we operate is highly competitive with respect to price and quality of food products, new product development, digital engagement, advertising levels and promotional initiatives, customer service, reputation, restaurant location, and attractiveness and maintenance of properties.  If consumer or dietary preferences change, if our marketing efforts are unsuccessful, or if our Concepts’ restaurants are unable to compete successfully with other retail food outlets in new and existing markets, our business could be adversely affected.  We also face growing competition as a result of convergence in grocery, convenience, deli and restaurant services, including the offering by the grocery industry of convenient meals, including pizzas and entrees with side dishes.  Competition from delivery aggregators and other food delivery services has also increased in recent years, particularly in urbanized areas, and is expected to continue to increase. Increased competition could have an adverse effect on our sales, profitability or development plans, which could harm our financial condition and operating results.

Our substantial indebtedness makes us more sensitive to adverse economic conditions, may limit our ability to plan for or respond to significant changes in our business, and requires a significant amount of cash to service our debt payment obligations that we may be unable to generate or obtain.

In connection with the announcement of our strategic transformation plans, we have increased our indebtedness from approximately $4 billion to approximately $10 billion. The proceeds from the debt were primarily used to return capital to shareholders through share repurchases and dividends. Subject to the limits contained in the agreements governing our indebtedness, we may be able to incur additional debt from time to time, which would intensify the risks related to our high level of indebtedness.

Specifically, our high level of indebtedness could have important potential consequences, including, but not limited to:
•
increasing our vulnerability to, and reducing our flexibility to plan for and respond to, adverse economic and industry conditions and changes in our business and the competitive environment;
•
requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, dividends, share repurchases or other corporate purposes;
•
increasing our vulnerability to a further downgrade of our credit rating, which could adversely affect our cost of funds, liquidity and access to capital markets;
•
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
•
placing us at a disadvantage compared to other less leveraged competitors or competitors with comparable debt at more favorable interest rates;
•
increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest;
•
making it more difficult for us to repay, refinance or satisfy our obligations with respect to our debt;
•
limiting our ability to borrow additional funds in the future and increasing the cost of any such borrowing;
•
imposing restrictive covenants on our operations, which, if not complied with, could result in an event of default, which in turn, if not cured or waived, could result in the acceleration of the applicable debt, and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies; and
•
increasing our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars.

There is no assurance that we will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other liquidity needs. If our business does not generate sufficient cash flow from operation in the amounts projected or at all, or if future borrowings are not available to us in amounts sufficient to pay our indebtedness or to fund other liquidity needs, our financial condition and results of operations may be adversely affected. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. There is no assurance that we will be

16


able to refinance any of our indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business and financial condition.
Item 1B.
Unresolved Staff Comments.

The Company has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of its 2017 fiscal year and that remain unresolved.

Item 2.
Properties.

As of year end 2017, the Company’s Concepts owned land, building or both for 580 units and leased land, building or both for 901 properties worldwide in connection with the operation of Company-owned restaurants.  These units are further detailed as follows:

•
The KFC Division owned land, building or both for 184 units and leased land, building or both for 484 units.
•
The Pizza Hut Division owned land, building or both for 9 units and leased land, building or both for 151 units.
•
The Taco Bell Division owned land, building or both for 387 units and leased land, building or both for 266 units.

The Company currently owns or leases land, building or both related to approximately 900 units, not included in the property counts above, that it leases or subleases to franchisees, principally in the U.S., United Kingdom, Germany, Australia and France.

Company-owned restaurants in the U.S. with leases are generally leased for initial terms of 15 or 20 years and generally have renewal options; however, Pizza Hut delivery/carryout units in the U.S. generally are leased for significantly shorter initial terms with shorter renewal options.  Company-owned restaurants outside the U.S. with leases have initial lease terms and renewal options that vary by country. 

The KFC Division and Pizza Hut Division corporate headquarters and a KFC and Pizza Hut research facility in Plano, Texas are owned by Pizza Hut.  Taco Bell leases its corporate headquarters and research facility in Irvine, California. The YUM corporate headquarters and a KFC research facility in Louisville, Kentucky are owned by KFC.  Additional information about the Company’s properties is included in the Consolidated Financial Statements in Part II, Item 8.

The Company believes that its properties are generally in good operating condition and are suitable for the purposes for which they are being used.
Item 3.
Legal Proceedings.

The Company is subject to various lawsuits covering a variety of allegations. The Company believes that the ultimate liability, if any, in excess of amounts already provided for these matters in the Consolidated Financial Statements, is not likely to have a material adverse effect on the Company’s annual results of operations, financial condition or cash flows. Matters faced by the Company include, but are not limited to, claims from franchisees, suppliers, employees, customers and others related to operational, contractual or employment issues as well as claims that the Company has infringed on third-party intellectual property rights. In addition, the Company brings claims from time-to-time relating to infringement of, or challenges to, our intellectual property, including registered marks. Finally, as a publicly-traded company, disputes arise from time-to-time with our shareholders, including allegations that the Company breached federal securities laws or that officers and/or directors breached fiduciary duties. Descriptions of significant current specific claims and contingencies, if any, appear in Note 20, Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, which is incorporated by reference into this item.



17


Item 4.
Mine Safety Disclosures.

Not applicable.

Executive Officers of the Registrant.

The executive officers of the Company as of February 21, 2018, and their ages and current positions as of that date are as follows:

Greg Creed, 60, is Chief Executive Officer of YUM. He has served in this position since January 2015.  He served as Chief Executive Officer of Taco Bell Division from January 2014 to December 2014 and as Chief Executive Officer of Taco Bell U.S. from 2011 to December 2013. Prior to this position, Mr. Creed served as President and Chief Concept Officer of Taco Bell U.S., a position he held beginning in December 2006.

Roger Eaton, 57, is Chief Executive Officer of KFC Division, a position he has held since August 2015. Prior to that, he served as President of KFC Division from January 2014 to August 2015 and as Chief Operations Officer of YUM from November 2011 to August 2015.  Prior to these positions, Mr. Eaton served as Chief Executive Officer of KFC U.S. and YUM Operational Excellence Officer from February 2011 to November 2011.

David Gibbs, 54, is President and Chief Financial Officer of YUM. He has served in this position since May 2016. Prior to this position, he served as Chief Executive Officer of Pizza Hut Division from January 2015 to April 2016. From January 2014 to December 2014, Mr. Gibbs served as President of Pizza Hut U.S. Prior to this position, Mr. Gibbs served as President and Chief Financial Officer of Yum! Restaurants International, Inc. (“YRI”) from May 2012 through December 2013. Mr. Gibbs served as Chief Financial Officer of YRI from January 2011 to April 2012. He was Chief Financial Officer of Pizza Hut U.S. from September 2005 to December 2010.

Marc Kesselman, 46, is General Counsel, Corporate Secretary and Chief Government Affairs Officer of YUM. He has served as General Counsel and Corporate Secretary of YUM since February 2016 and as Chief Government Affairs Officer since November 2016.  Mr. Kesselman joined YUM from Dean Foods where he held the position of Executive Vice President, General Counsel, Corporate Secretary & Government Affairs from January 2015 to January 2016.  Prior to this position, he worked at PepsiCo from January 2009 to January 2015, most recently serving as Senior Vice President and General Counsel of PepsiCo Americas Foods & Frito Lay North America. From May 2006 to December 2008 he served as General Counsel of the United States Department of Agriculture.

David Russell, 48, is Senior Vice President, Finance and Corporate Controller of YUM. He has served as YUM's Corporate Controller since February 2011 and as Senior Vice President, Finance since February 2017. Prior to serving as Corporate Controller, Mr. Russell served in various positions at the Vice President-level in the Yum Finance Department, including Controller-Designate from November 2010 to February 2011 and Vice President, Assistant Controller from January 2008 to December 2010.

Tracy Skeans, 45, is Chief Transformation and People Officer of YUM. She has served as Chief People Officer since January 2016 and Chief Transformation Officer since November 2016. From January 2015 to December 2015, she was President of Pizza Hut International. Prior to this position, Ms. Skeans served as Chief People Officer of Pizza Hut Division from December 2013 to December 2014 and Chief People Officer of Pizza Hut U.S. from October 2011 to November 2013. From June 2006 to September 2011, she served as Director of Human Resources for Pizza Hut U.S.

Executive officers are elected by and serve at the discretion of the Board of Directors.

18


PART II

Item 5.
Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s Common Stock trades under the symbol YUM and is listed on the New York Stock Exchange ("NYSE").  The following sets forth the high and low NYSE composite closing sale prices by quarter for the Company’s Common Stock and dividends per common share. On October 31, 2016 (the "Distribution Date"), we completed the spin-off of our China business (the "Separation") into an independent, publicly-traded company under the name Yum China Holdings, Inc. ("Yum China"). On the Distribution Date we distributed to each of our shareholders of record as of the close of business on October 19, 2016 (the "Record Date"), one share of Yum China common stock for each share of our Common Stock held as of the Record Date. Stock prices prior to November 1, 2016, do not reflect any adjustment for the impact of the Separation.

2017
Quarter
 
High
 
Low
 
Dividends
Declared
First
 
$
68.65

 
$
63.18

 
$
0.30

Second
 
74.82

 
63.55

 
0.30

Third
 
77.80

 
72.65

 
—

Fourth
 
83.47

 
73.75

 
0.30


2016 (As Restated)(a)
Quarter
 
High
 
Low
 
Dividends
Declared
First
 
$
82.25

 
$
65.24

 
$
0.46

Second
 
85.90

 
79.33

 
0.46

Third
 
91.26

 
83.04

 
0.51

Fourth (to October 31)
 
90.92

 
85.36

 
—

Fourth (from November 1)
 
64.74

 
59.70

 
0.30


In 2017, the Company paid four cash dividends of $0.30 per share. This included a dividend distributed February 3, 2017, that had been declared on December 21, 2016, which was the first dividend declared subsequent to the Separation of the Company's China business. Over the long term, the Company targets an annual dividend payout ratio of 45% to 50% of net income, before Special Items.

As of February 14, 2018, there were 49,843 registered holders of record of the Company’s Common Stock.

(a)
Stock price information presented for 2016 is now reflective of our current reporting calendar. See Note 2 to the Consolidated Financial Statements in Item 8 of this Form 10-K for discussion of the change in our reporting calendar.

19



Issuer Purchases of Equity Securities

The following table provides information as of December 31, 2017, with respect to shares of Common Stock repurchased by the Company during the quarter then ended.

Fiscal Periods
 
Total number
of shares
purchased
(thousands)
 
Average price
paid per share
 
Total number of shares
purchased as part of
publicly announced plans
or programs
(thousands)
 
Approximate dollar value
of shares that may yet be
purchased under the plans
or programs
(millions)
10/1/17 - 10/31/17
 
2,686
 
$
75.47

 
2,686
 
$
385

11/1/17- 11/30/17
 
3,162
 
$
79.68

 
3,162
 
$
1,633

12/1/17 - 12/31/17
 
1,603
 
$
82.95

 
1,603
 
$
1,500

Total
 
7,451
 
$
78.87

 
7,451
 
$
1,500


On November 16, 2017, our Board of Directors authorized share repurchases through December 2018 of up to $1.5 billion (excluding applicable transaction fees) of our outstanding Common Stock. As of December 31, 2017, we have remaining capacity to repurchase up to $1.5 billion of Common Stock under this authorization.


20



Stock Performance Graph

This graph compares the cumulative total return of our Common Stock to the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Discretionary Sector Index, a peer group that includes YUM, for the period from December 31, 2012 to December 29, 2017, the last trading day of our 2017 fiscal year. The graph assumes that the value of the investment in our Common Stock and each index was $100 at December 31, 2012 and that all cash dividends were reinvested.

yumstockperformgraph2017a01.jpg
 
 
12/31/2012
 
12/31/2013
 
12/31/2014
 
12/31/2015
 
12/30/2016
 
12/29/2017
YUM
 
$
100

 
$
116

 
$
114

 
$
117

 
$
145

 
$
190

S&P 500
 
$
100

 
$
132

 
$
150

 
$
153

 
$
171

 
$
208

S&P Consumer Discretionary
 
$
100

 
$
143

 
$
157

 
$
173

 
$
183

 
$
225


Source: Bloomberg


21



Item 6.
Selected Financial Data.
Selected Financial Data
YUM! Brands, Inc. and Subsidiaries
(in millions, except per share and unit amounts)

 
Fiscal Year
 
2017
 
2016(a)(d)
 
2015(a)
 
2014(a)
 
2013(a)
Income Statement Data
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
Company sales
$
3,572

 
$
4,189

 
$
4,336

 
$
4,503

 
$
4,384

Franchise and license fees and income
2,306

 
2,167

 
2,082

 
2,084

 
2,033

Total
5,878

 
6,356

 
6,418

 
6,587

 
6,417

Refranchising (gain) loss(b)
(1,083
)
 
(163
)
 
23

 
(16
)
 
(95
)
Operating Profit(b)
2,761

 
1,682

 
1,434

 
1,517

 
1,530

Other pension (income) expense(b)
47

 
32

 
40

 
N/A

 
N/A

Interest expense, net(b)
440

 
305

 
141

 
143

 
251

Income from continuing operations before income taxes(b)
2,274

 
1,345

 
1,253

 
1,374

 
1,279

Income from continuing operations(b)
1,340

 
1,018

 
926

 
1,006

 
922

Income from discontinued operations, net of tax
N/A

 
625

 
357

 
45

 
169

Net Income(b)
1,340

 
1,643

 
1,283

 
1,051

 
1,091

Basic earnings per common share from continuing operations(b)
3.86

 
2.58

 
2.13

 
2.27

 
2.04

Basic earnings per common share from discontinued operations
N/A

 
1.59

 
0.82

 
0.10

 
0.37

Basic earnings per common share(b)
3.86

 
4.17

 
2.95

 
2.37

 
2.41

Diluted earnings per common share from continuing operations(b)
3.77

 
2.54

 
2.09

 
2.22

 
2.00

Diluted earnings per common share from discontinued operations
N/A

 
1.56

 
0.81

 
0.10

 
0.36

Diluted earnings per common share(b)
3.77

 
4.10

 
2.90

 
2.32

 
2.36

Diluted earnings per common share from continuing operations excluding Special Items(c)
2.96

 
2.46

 
2.31

 
2.20

 
2.04

Cash Flow Data
 
 
 
 
 
 
 
 
 
Provided by operating activities
$
1,030

 
$
1,248

 
$
1,260

 
$
1,217

 
$
1,289

Capital spending
318

 
427

 
442

 
508

 
481

Proceeds from refranchising of restaurants
1,773

 
370

 
213

 
83

 
250

Repurchase shares of Common Stock
1,960

 
5,403

 
1,200

 
820

 
770

Dividends paid on Common Stock
416

 
744

 
730

 
669

 
615

Balance Sheet Data
 
 
 
 
 
 
 
 
 
Total assets
$
5,311

 
$
5,453

 
$
4,939

 
$
5,073

 
$
4,975

Long-term debt
9,429

 
9,059

 
2,988

 
3,003

 
2,888

Total debt
9,804

 
9,125

 
3,908

 
3,268

 
2,958

Other Data
 
 
 
 
 
 
 
 
 
Number of stores at year end
 
 
 
 
 
 
 
 
 
 Franchise
43,603

 
40,834

 
39,320

 
37,959

 
36,746

 Company
1,481

 
2,841

 
3,163

 
3,279

 
3,071

 System
45,084

 
43,675

 
42,483

 
41,238

 
39,817

System Sales(c)
 
 
 
 
 
 
 
 
 
KFC Division system sales

24,515

 
23,242

 
22,628

 
23,458

 
23,147

Reported growth
5
%
 
3
%
 
(3
)%
 
1
%
 
(2
)%
Growth in local currency
6
%
 
7
%
 
5
 %
 
4
%
 
—
 %
Pizza Hut Division system sales
12,034

 
12,019

 
11,999

 
12,106

 
11,948

Reported growth
—
%
 
—
%
 
(1
)%
 
1
%
 
3
 %
Growth in local currency
1
%
 
2
%
 
3
 %
 
2
%
 
4
 %
Taco Bell Division system sales
10,145

 
9,660

 
9,102

 
8,459

 
8,107

Reported growth
5
%
 
6
%
 
8
 %
 
4
%
 
4
 %
Growth in local currency
5
%
 
6
%
 
8
 %
 
4
%
 
4
 %
Shares outstanding at year end
332

 
355

 
420

 
434

 
443

Cash dividends declared per Common Share
$
0.90

 
$
1.73

 
$
1.74

 
$
1.56

 
$
1.41

Market price per share at year end(e)
$
81.61

 
$
63.33

 
$
73.05

 
$
73.14

 
$
73.87



22


(a)
Selected financial data for years 2016 and 2015 has been recast to present the change in our reporting calendar and retroactively adopting a new accounting standard related to the presentation of net periodic pension cost and net periodic postretirement benefit cost (collectively,"Benefit Costs"). See Notes 2 and 5 to the Consolidated Financial Statements in Item 8 of this Form 10-K for discussion related to adopting a new accounting standard on Benefit Costs and the change in our reporting calendar, respectively. 2014 reflects our Balance Sheet and store count data that were recast for purposes of presenting 2015 Consolidated Statement of Cash Flows and unit growth. No other data presented in 2014 or 2013 has been recast.

(b)
Includes amounts deemed as Special Items for some or all years presented. See discussion of our 2017, 2016 and 2015 Special Items in our Management's Discussion and Analysis ("MD&A"). Special Items in 2014 positively impacted Operating Profit by $16 million, primarily due to Refranchising gains. Special Items in 2013 positively impacted Operating Profit by $73 million, primarily due to Refranchising gains, partially offset by $10 million in pension settlement charges and $5 million of expense related to U.S. productivity initiatives and realignment of resources. Additionally, in 2013, we incurred $118 million of premiums paid and other costs related to the extinguishment of debt that were considered Special Items and were recorded in Interest expense, net. Special Items resulted in cumulative net tax benefits of $23 million 2013.

(c)
These non-GAAP measures are discussed in further detail in our MD&A.

(d)
Fiscal years for our U.S. and certain international subsidiaries that operate on a weekly periodic calendar include 52 weeks in 2017, 2015, 2014 and 2013 and 53 weeks in 2016. Refer to Note 2 for additional details related to our fiscal calendar.

(e)
Historical stock prices prior to November 1, 2016, do not reflect any adjustment for the impact of the Separation.

The selected financial data should be read in conjunction with the Consolidated Financial Statements.

23


Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction and Overview

The following Management’s Discussion and Analysis (“MD&A”), should be read in conjunction with the Consolidated Financial Statements (“Financial Statements”) in Item 8 and the Forward-Looking Statements and the Risk Factors set forth in Item 1A.  All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. Unless otherwise stated, financial results herein reflect continuing operations of the Company. Percentages may not recompute due to rounding.

YUM! Brands, Inc. (“YUM” or the “Company”) operates or franchises a worldwide system of over 45,000 restaurants in more than 135 countries and territories, under the concepts of KFC, Pizza Hut and Taco Bell (collectively, the "Concepts"). These three Concepts are global leaders of the chicken, pizza and Mexican-style food categories, respectively.  Of the over 45,000 restaurants, 3% are operated by the Company and its subsidiaries and 97% are operated by franchisees.

As of December 31, 2017, YUM consists of three operating segments:

•
The KFC Division which includes our worldwide operations of the KFC concept
•
The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept
•
The Taco Bell Division which includes our worldwide operations of the Taco Bell concept

On October 31, 2016 (the “Distribution Date”), we completed the spin-off of our China business (the "Separation") into an independent, publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). Concurrent with the Separation, a subsidiary of the Company entered into a Master License Agreement with a subsidiary of Yum China for the exclusive right to use and sublicense the use of intellectual property owned by YUM and its affiliates for the development and operation of KFC, Pizza Hut and Taco Bell restaurants in China. Prior to the Separation, our operations in mainland China were reported in our former China Division segment results. As a result of the Separation, the results of operations and cash flows of the separated business are presented as discontinued operations in our Consolidated Statements of Income and Consolidated Statements of Cash Flows for periods prior to the Separation. See additional information related to the impact of the Separation in Note 4.

On October 11, 2016, we announced our strategic transformation plans to drive global expansion of our KFC, Pizza Hut and Taco Bell brands (“YUM’s Strategic Transformation Initiatives”) following the Separation. Major features of the Company’s transformation and growth strategy involve being more focused, franchised and efficient. YUM’s Strategic Transformation Initiatives below represent the continuation of YUM’s transformation of its operating model and capital structure.

•
More Focused. Four growth drivers form the basis of YUM’s strategic plans and repeatable business model to accelerate same-store sales growth and net-new restaurant development at KFC, Pizza Hut and Taco Bell around the world over the long term. The Company is focused on becoming best-in-class in:
•
Building Distinctive, Relevant and Easy Brands
•
Developing Unmatched Franchise Operating Capability
•
Driving Bold Restaurant Development
•
Growing Unrivaled Culture and Talent

•
More Franchised. YUM intends franchise restaurant ownership to be at least 98% by the end of 2018.

•
More Efficient. The Company is revamping its financial profile, improving the efficiency of its organization and cost structure globally, by:
•
Reducing annual capital expenditures to approximately $100 million in 2019;
•
Lowering General and administrative expenses ("G&A") to 1.7% of system sales in 2019; and
•
Maintaining an optimized capital structure of ~5.0x Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) leverage.

From 2017 through 2019, we intend to return an additional $6.5 - $7.0 billion to shareholders through share repurchases and cash dividends. We intend to fund these shareholder returns through a combination of refranchising proceeds, free cash flow generation and maintenance of our five times EBITDA leverage. We anticipate generating proceeds in excess of $2 billion, net of tax, through our refranchising initiatives. Refer to the Liquidity and Capital Resources section of this MD&A for additional details.


24


Beginning in 2017, we changed our fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending on December 31 of each year. Concurrently, we removed the reporting lags from the fiscal calendars of our international subsidiaries. Our MD&A has been recast to reflect the change in our reporting calendar. See Notes 2 and 5 for additional details related to our fiscal calendar.
 
We intend for this MD&A to provide the reader with information that will assist in understanding our results of operations, including performance metrics that management uses to assess the Company's performance. Throughout this MD&A, we commonly discuss the following performance metrics:

•
Same-store sales growth is the estimated percentage change in sales of all restaurants that have been open and in the YUM system for one year or more.

•
Net new units represents new unit openings, offset by store closures.

•
Company restaurant profit ("Restaurant profit") is defined as Company sales less expenses incurred directly by our Company-owned restaurants in generating Company sales. Company restaurant margin as a percentage of sales is defined as Restaurant profit divided by Company sales. Within the Company sales and Restaurant profit sections of this MD&A, Store Portfolio Actions represent the net impact of new unit openings, acquisitions, refranchising and store closures, and Other primarily represents the impact of same-store sales as well as the impact of changes in costs such as inflation/deflation.

•
Operating margin is Operating Profit divided by Total revenues.

In addition to the results provided in accordance with Generally Accepted Accounting Principles in the United States of America ("GAAP"), the Company provides the following non-GAAP measurements.

•
System sales, System sales excluding the impacts of foreign currency translation ("FX"), and System sales excluding FX and the impact of the 53rd week in 2016. System sales include the results of all restaurants regardless of ownership, including Company-owned and franchise restaurants that operate our Concepts. Sales of franchise restaurants typically generate ongoing franchise and license fees for the Company at a rate of 3% to 6% of sales. Franchise restaurant sales are not included in Company sales on the Consolidated Statements of Income; however, the franchise and license fees are included in the Company’s revenues. We believe System sales growth is useful to investors as a significant indicator of the overall strength of our business as it incorporates all of our revenue drivers, Company and franchise same-store sales as well as net unit growth.

•
Diluted Earnings Per Share from Continuing Operations excluding Special Items (as defined below);

•
Effective Tax Rate excluding Special Items;

•
Core Operating Profit and Core Operating Profit excluding the impact of the 53rd week in 2016. Core Operating Profit excludes Special Items and FX and we use Core Operating Profit for the purposes of evaluating performance internally.

These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Rather, the Company believes that the presentation of these non-GAAP measurements provide additional information to investors to facilitate the comparison of past and present operations, excluding items that the Company does not believe are indicative of our ongoing operations due to their size and/or nature.

Special Items are not included in any of our Division segment results as our chief operating decision maker does not consider the impact of these items when assessing segment performance.

Certain non-GAAP measurements are presented excluding the impact of FX. These amounts are derived by translating current year results at prior year average exchange rates. We believe the elimination of the FX impact provides better year-to-year comparability without the distortion of foreign currency fluctuations.

We provide Core Operating Profit excluding 53rd week and System sales excluding 53rd week to further enhance the comparability with the lapping of the 53rd week that was part of our fiscal calendar in 2016.


25


Results of Operations

Summary

All comparisons within this summary are versus the same period a year ago and include the impact of lapping a 53rd week in 2016, unless otherwise noted.  

For 2017, GAAP diluted EPS from continuing operations increased 48% to $3.77 per share, and diluted EPS from continuing operations excluding Special Items, increased 20% to $2.96 per share.

2017 financial highlights:
 
% Change
 
System Sales, Ex FX
 
Same-Store Sales
 
Net New Units
 
GAAP Operating Profit
 
Core Operating Profit
KFC Division
+6
 
+3
 
+4
 
+13
 
+12
Pizza Hut Division
+1
 
Even
 
+2
 
(7)
 
(6)
Taco Bell Division
+5
 
+4
 
+4
 
+4
 
+4
Worldwide
+4
 
+2
 
+3
 
+64
 
+7

 
Results Excluding 53rd Week in 2016
(% Change)
 
System Sales, Ex FX
 
Core Operating Profit
KFC Division
+6
 
+14
Pizza Hut Division
+2
 
(5)
Taco Bell Division
+7
 
+6
Worldwide
+5
 
+9

Additionally:

•
During the year, we opened 1,407 net new units for 3% net new unit growth.

•
During the year, we refranchised 1,470 restaurants, including 828 KFC, 389 Pizza Hut and 253 Taco Bell units, for pre-tax proceeds of $1.8 billion. We recorded net refranchising gains of $1.1 billion in Special Items.

•
During the year, we repurchased 26.6 million shares totaling $1.9 billion at an average share price of $72.



26



Worldwide

GAAP Results
 
Amount
 
% B/(W)
 
2017
 
2016
 
2015
 
2017
 
2016
Company sales
$
3,572

 
$
4,189

 
$
4,336


(15
)
 
 
 
(3
)
 
 
Franchise and license fees and income
2,306

 
2,167

 
2,082


6

 
 
 
4

 
 
Total revenues
$
5,878

 
$
6,356

 
$
6,418


(8
)
 
 
 
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant profit
$
618

 
$
700

 
$
709


(12
)
 
 
 
(1
)
 
 
Restaurant margin %
17.3
%
 
16.7
%
 
16.3
%
 
0.6

 
ppts.
 
0.4

 
ppts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
G&A expenses
$
999

 
$
1,129

 
$
1,058

 
12

 
 
 
(7
)
 
 
Franchise and license expenses
237

 
201

 
240

 
(18
)
 
 
 
16

 
 
Closures and impairment expenses
3

 
15

 
16

 
82

 
 
 
8

 
 
Refranchising (gain) loss
(1,083
)
 
(163
)
 
23

 
NM

 
 
 
NM

 
 
Other (income) expense
7

 
3

 
20

 
(103
)
 
 
 
83

 
 
Operating Profit
$
2,761

 
$
1,682

 
$
1,434


64

 
 
 
17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other pension (income) expense
47

 
32

 
40

 
(45
)
 
 
 
18

 
 
Interest expense, net
440

 
305

 
141


(44
)
 
 
 
NM

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax provision
934

 
327

 
327


NM

 
 
 
—

 
 
Income from continuing operations
1,340

 
1,018

 
926

 
32

 
 
 
10

 
 
Income from discontinued operations, net of tax
N/A

 
625

 
357

 
NM

 
 
 
75

 
 
Net Income
$
1,340

 
$
1,643

 
$
1,283


(18
)
 
 
 
28

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations(a)
$
3.77

 
$
2.54

 
$
2.09

 
48

 
 
 
22

 
 
Diluted EPS from discontinued operations(a)
N/A

 
$
1.56

 
$
0.81

 
NM

 
 
 
93

 
 
Diluted EPS(a)
$
3.77

 
$
4.10

 
$
2.90


(8
)
 
 
 
42

 
 
Effective tax rate - continuing operations
41.1%
 
24.3%
 
26.1%

(16.8
)
 
ppts.
 
1.8

 
ppts.

(a)
See Note 3 for the number of shares used in these calculations.

Performance Metrics
 
 
 
 
 
 
 
% Increase (Decrease)
Unit Count
2017
 
2016
 
2015
 
2017
 
2016
Franchise
43,603

 
40,834

 
39,320

 
7

 
4

Company-owned
1,481

 
2,841

 
3,163

 
(48
)
 
(10
)
 
45,084

 
43,675

 
42,483

 
3

 
3



27


 
 
% B/(W)
 
 
2017
 
2016
System Sales Growth, reported
 
4

 
3

System Sales Growth, excluding FX
 
4

 
5

System Sales Growth, excluding FX and 53rd week
 
5

 
4

Same-Store Sales Growth
 
2

 
1

 
 
 
 
 
Non-GAAP Items
 
 
 
 
Core Operating Profit Growth
 
7

 
11

Core Operating Profit Growth, excluding 53rd week
 
9

 
9

Diluted EPS from Continuing Operations, excluding Special Items
 
20

 
7



Extra Week in 2016 (As Restated)

Fiscal 2016 included a 53rd week for all of our U.S. businesses and certain of our non-U.S. businesses that report 13 four-week periods versus 12 months. See Notes 2 and 5 for additional details related to our fiscal calendar. The following table summarizes the estimated impact of the 53rd week on Revenues and Operating Profit for the year ended December 31, 2016:

 
KFC Division
 
Pizza Hut Division
 
Taco Bell Division
 
Total
Revenues
 
 
 
 
 
 
 
Company sales
$
26

 
$
5

 
$
24

 
$
55

Franchise and license fees and income
8

 
6

 
7

 
21

Total revenues
$
34

 
$
11

 
$
31

 
$
76

 
 
 
 
 
 
 
 
Operating Profit
 
 
 
 
 
 
 
Franchise and license fees and income
$
8

 
$
6

 
$
7

 
$
21

Restaurant profit
6

 
1

 
7

 
14

G&A expenses
(3
)
 
(2
)
 
(2
)
 
(7
)
Operating Profit
$
11

 
$
5

 
$
12

 
$
28



28


Non-GAAP Items

Non-GAAP Items, along with the reconciliation to the most comparable GAAP financial measure, are presented below.
 
 
Year
 
Detail of Special Items
 
2017
 
2016
 
2015
Refranchising gain (loss) (See Note 5)
 
$
1,083

 
$
163

 
$
(19
)
YUM's Strategic Transformation Initiatives  (See Note 5)
 
(23
)
 
(67
)
 
—

Costs associated with Pizza Hut U.S. Transformation Agreement (See Note 5)
 
(31
)
 
—

 
—

Costs associated with KFC U.S. Acceleration Agreement (See Note 5)
 
(17
)
 
(26
)
 
(72
)
Non-cash charges associated with share-based compensation (See Note 5)
 
(18
)
 
(30
)
 
—

Other Special Items Income (Expense)
 
7

 
(5
)
 
—

Special Items Income (Expense) - Operating Profit
 
1,001

 
35

 
(91
)
Special Items - Other Pension Income (Expense) (See Note 5)
 
(23
)
 
(26
)
 
—

Special Items Income (Expense) from Continuing Operations before Income Taxes
 
978

 
9

 
(91
)
Tax Benefit (Expense) on Special Items(a)
 
(256
)
 
24

 
(4
)
Tax (Expense) - U.S. Tax Act(a)
 
(434
)
 
—

 
—

Special Items Income (Expense), net of tax
 
$
288

 
$
33

 
$
(95
)
Average diluted shares outstanding
 
355

 
400

 
443

Special Items diluted EPS
 
$
0.81

 
$
0.08

 
$
(0.22
)
 
 
 
 
 
 
 
Reconciliation of GAAP Operating Profit to Core Operating Profit and Core Operating Profit, excluding 53rd Week
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
 
 
 
 
GAAP Operating Profit
 
$
2,761

 
$
1,682

 
$
1,434

Special Items Income (Expense) - Operating Profit
 
1,001

 
35

 
(91
)
Foreign Currency Impact on Divisional Operating Profit(b)
 
—

 
(47
)
 
N/A

Core Operating Profit
 
$
1,760

 
$
1,694

 
$
1,525

Impact of 53rd Week
 
N/A

 
28

 
N/A

Core Operating Profit, excluding 53rd Week
 
$
1,760

 
$
1,666

 
$
1,525

 
 
 
 
 
 
 
KFC Division
 
 
 
 
 
 
GAAP Operating Profit
 
$
981

 
$
871

 
$
835

Foreign Currency Impact on Divisional Operating Profit(b)
 
4

 
(41
)
 
N/A

Core Operating Profit
 
977

 
912

 
835

Impact of 53rd Week
 
N/A

 
11

 
N/A

Core Operating Profit, excluding 53rd Week
 
$
977

 
$
901

 
$
835

 
 
 
 
 
 
 
Pizza Hut Division
 
 
 
 
 
 
GAAP Operating Profit
 
$
341

 
$
367

 
$
351

Foreign Currency Impact on Divisional Operating Profit(b)
 
(4
)
 
(7
)
 
N/A

Core Operating Profit
 
345

 
374

 
351

Impact of 53rd Week
 
N/A

 
5

 
N/A

Core Operating Profit, excluding 53rd Week
 
$
345

 
$
369

 
$
351

 
 
 
 
 
 
 

29


Taco Bell Division
 
 
 
 
 
 
GAAP Operating Profit
 
$
619

 
$
595

 
$
546

Foreign Currency Impact on Divisional Operating Profit(b)
 
—

 
1

 
N/A

Core Operating Profit
 
619

 
594

 
546

Impact of 53rd Week
 
N/A

 
12

 
N/A

Core Operating Profit, excluding 53rd Week
 
$
619

 
$
582

 
$
546

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Diluted EPS from Continuing Operations to Diluted EPS from Continuing Operations, excluding Special Items
 
 
 
 
 
 
Diluted EPS from Continuing Operations
 
$
3.77

 
$
2.54

 
$
2.09

Special Items Diluted EPS
 
0.81

 
0.08

 
(0.22
)
Diluted EPS from Continuing Operations excluding Special Items
 
$
2.96

 
$
2.46

 
$
2.31

 
 
 
 
 
 
 
Reconciliation of GAAP Effective Tax Rate to Effective Tax Rate, excluding Special Items
 
 
 
 
 
 
GAAP Effective Tax Rate
 
41.1
%
 
24.3
 %
 
26.1
%
Impact on Tax Rate as a result of Special Items(a)
 
22.3
%
 
(2.0
)%
 
2.1
%
Effective Tax Rate excluding Special Items(c)
 
18.8
%
 
26.3
 %
 
24.0
%
 
 
 
 
 
 
 
Reconciliation of GAAP Company sales to System sales
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
 
 
 
 
GAAP Company sales(d)
 
$
3,572

 
$
4,189

 
$
4,336

Franchise sales
 
43,122

 
40,732

 
39,393

System sales
 
46,694

 
44,921

 
43,729

Foreign Currency Impact on System sales(e)
 
(90
)
 
(1,123
)
 
N/A

System sales, excluding FX
 
46,784

 
46,044

 
43,729

Impact of 53rd week
 
N/A

 
434

 
N/A

System sales, excluding FX and 53rd Week
 
$
46,784

 
$
45,610

 
$
43,729

 
 
 
 
 
 
 
KFC Division
 
 
 
 
 
 
GAAP Company sales(d)
 
$
1,928

 
$
2,156

 
$
2,191

Franchise sales
 
22,587

 
21,086

 
20,437

System sales
 
24,515

 
23,242

 
22,628

Foreign Currency Impact on System sales(e)
 
(28
)
 
(858
)
 
N/A

System sales, excluding FX
 
24,543

 
24,100

 
22,628

Impact of 53rd week
 
N/A

 
165

 
N/A

System sales, excluding FX and 53rd Week
 
$
24,543

 
$
23,935

 
$
22,628

 
 
 
 
 
 
 
Pizza Hut Division
 
 
 
 
 
 
GAAP Company sales(d)
 
$
285

 
$
493

 
$
601

Franchise sales
 
11,749

 
11,526

 
11,398

System sales
 
12,034

 
12,019

 
11,999

Foreign Currency Impact on System sales(e)
 
(66
)
 
(258
)
 
N/A

System sales, excluding FX
 
12,100

 
12,277

 
11,999

Impact of 53rd week
 
N/A

 
113

 
N/A

System sales, excluding FX and 53rd Week
 
$
12,100

 
$
12,164

 
$
11,999

 
 
 
 
 
 
 

30


Taco Bell Division
 
 
 
 
 
 
GAAP Company sales(d)
 
$
1,359

 
$
1,540

 
$
1,544

Franchise sales
 
8,786

 
8,120

 
7,558

System sales
 
10,145

 
9,660

 
9,102

Foreign Currency Impact on System sales(e)
 
4

 
$
(7
)
 
N/A

System sales, excluding FX
 
10,141

 
9,667

 
9,102

Impact of 53rd week
 
N/A

 
156

 
N/A

System sales, excluding FX and 53rd Week
 
$
10,141

 
$
9,511

 
$
9,102

 
 
 
 
 
 
 

(a)
The tax benefit (expense) was determined based upon the impact of the nature, as well as the jurisdiction of the respective individual components within Special Items. In 2016, our tax rate on Special Items was favorably impacted by the recognition of capital loss carryforwards in anticipation of U.S. refranchising gains. In 2015, our tax rate on Special Items was unfavorably impacted by the non-deductibility of certain losses associated with international refranchising. See Note 18.

(b)
The foreign currency impact on reported Operating Profit is presented in relation only to the immediately preceding year presented. When determining applicable Core Operating Profit Growth percentages, the Core Operating Profit for the current year should be compared to the prior year Operating Profit, prior to adjustment for the prior year FX impact.

(c)
Our 2017 Effective Tax Rate excluding Special Items was lower than prior years due primarily to the inclusion of tax expense on the repatriation of certain foreign earnings in 2017 being included in the one-time Special Items charge referenced in (a) above. The majority of our foreign entities have a tax year-end of November 30. Amounts repatriated from these foreign entities after November 30, 2017, which were significant due to the timing of international refranchising proceeds, were required to be taxed as part of the mandatory deemed repatriation tax in connection with the Tax Act. See Note 18.

(d)
Company Sales represents sales from our Company-operated stores as presented on our Consolidated Statements of Income.

(e)
The foreign currency impact on System sales is presented in relation only to the immediately preceding year presented. When determining applicable System sales growth percentages, the System sales excluding FX for the current year should be compared to the prior year System sales prior to adjustment for the prior year FX impact.



31



KFC Division

The KFC Division has 21,487 units, 81% of which are located outside the U.S. The KFC Division has experienced significant unit growth in emerging markets, which comprised approximately 60% of both the Division’s units and profits, respectively, as of the end of 2017. Additionally, 97% of the KFC Division units were operated by franchisees as of the end of 2017.
 
 
 
 
 
 
 
 
% B/(W)
 
% B/(W)
 
 
 
 
 
 
 
 
2017
 
2016
 
 
2017
 
2016
 
2015
 
Reported
 
Ex FX
 
Ex FX and 53rd Week in 2016
 
Reported
 
Ex FX

Ex FX and 53rd Week in 2016
System Sales
 
$
24,515

 
$
23,242

 
$
22,628

 
5

 
 
6

 
 
6

 
 
3

 
 
7

 

6


Same-Store Sales Growth (Decline)
 
 
 
 
 
 
 
3

 
 
N/A

 
 
N/A
 
 
2

 
 
N/A

 

N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Company sales
 
$
1,928

 
$
2,156

 
$
2,191

 
(11
)
 
 
(12
)
 
 
(11
)
 
 
(2
)
 
 
4

 

3


Franchise and license fees and income
 
1,182

 
1,069

 
1,031

 
11

 
 
10

 
 
11

 
 
4

 
 
7

 

7


Total revenues
 
$
3,110

 
$
3,225

 
$
3,222

 
(4
)
 
 
(4
)
 
 
(3
)
 
 
—

 
 
5

 

4


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Restaurant profit
 
$
289

 
$
317

 
$
307

 
(9
)
 
 
(10
)
 
 
(8
)
 
 
3

 
 
9

 

7


Restaurant margin %
 
15.0
%
 
14.7
%
 
14.0
%
 
0.3

ppts.
 
0.3

ppts.
 
0.4

ppts.
 
0.7

ppts.
 
0.7

ppts.

0.6

ppts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



G&A expenses
 
$
370

 
$
396

 
$
395

 
7

 
 
7

 
 
7

 
 
—

 
 
(3
)
 

(3
)

Operating Profit
 
$
981

 
$
871

 
$
835

 
13

 
 
12

 
 
14

 
 
4

 
 
9

 

8


 
 
 
 
 
 
 
 
% Increase (Decrease)
Unit Count
 
2017
 
2016
 
2015
 
2017
 
2016
Franchise
 
20,819

 
19,236

 
18,473

 
8
 
 
4

Company-owned
 
668

 
1,407

 
1,513

 
(53
)
 
(7
)
 
 
21,487

 
20,643

 
19,986

 
4
 
 
3


 
 
2016
 
New Builds
 
Closures
 
Refranchised
 
Acquired
 
Other
 
2017
Franchise
 
19,236

 
1,169

 
(414
)
 
828

 
—

 
—

 
20,819

Company-owned
 
1,407

 
102

 
(13
)
 
(828
)
 
—

 
—

 
668

Total
 
20,643

 
1,271

 
(427
)
 
—

 
—

 
—

 
21,487


 
 
2015
 
New Builds
 
Closures
 
Refranchised
 
Acquired
 
Other
 
2016
Franchise
 
18,473

 
994

 
(412
)
 
180

 
—

 
1

 
19,236

Company-owned
 
1,513

 
114

 
(39
)
 
(180
)
 
—

 
(1
)
 
1,407

Total
 
19,986

 
1,108

 
(451
)
 
—

 
—

 
—

 
20,643



32


Company Sales and Restaurant Profit

The changes in Company sales and Restaurant profit were as follows:
 
2017 vs. 2016
Income / (Expense)
2016
 
Store Portfolio Actions
 
Other
 
FX
 
53rd Week
 
2017
Company sales
$
2,156

 
$
(286
)
 
$
61

 
$
23

 
$
(26
)
 
$
1,928

Cost of sales
(733
)
 
93

 
(22
)
 
(11
)
 
9

 
(664
)
Cost of labor
(507
)
 
69

 
(16
)
 
(3
)
 
6

 
(451
)
Occupancy and other
(599
)
 
82

 
(7
)
 
(5
)
 
5

 
(524
)
Company restaurant expenses
$
(1,839
)
 
$
244

 
$
(45
)
 
$
(19
)
 
$
20

 
$
(1,639
)
Restaurant profit
$
317

 
$
(42
)
 
$
16

 
$
4

 
$
(6
)
 
$
289

 
 
 
 
 
 
 
 
 
 
 
 

 
2016 vs. 2015
Income / (Expense)
2015
 
Store Portfolio Actions
 
Other
 
FX
 
53rd Week
 
2016
Company sales
$
2,191

 
$
24

 
$
39

 
$
(124
)
 
$
26

 
$
2,156

Cost of sales
(751
)
 
(10
)
 
(7
)
 
44

 
(9
)
 
(733
)
Cost of labor
(511
)
 
(3
)
 
(14
)
 
27

 
(6
)
 
(507
)
Occupancy and other
(622
)
 
3

 
(10
)
 
35

 
(5
)
 
(599
)
Company restaurant expenses
$
(1,884
)
 
$
(10
)
 
$
(31
)
 
$
106

 
$
(20
)
 
$
(1,839
)
Restaurant profit
$
307

 
$
14

 
$
8

 
$
(18
)
 
$
6

 
$
317

 
 
 
 
 
 
 
 
 
 
 
 

In 2017, the decreases in Company sales and Restaurant profit associated with store portfolio actions was driven by refranchising, partially offset by international net new unit growth. Significant other factors impacting Company sales and/or Restaurant profit were company same-store sales growth of 4%, partially offset by higher commodity and labor costs.

In 2016, the increase in Company sales associated with store portfolio actions was driven by international net new unit growth, partially offset by refranchising. The increase in Restaurant profit associated with store portfolio actions was driven by international net new unit growth. Significant other factors impacting Company sales and/or Restaurant profit were company same-store sales growth of 2%, partially offset by higher labor and commodity costs.

Franchise and License Fees and Income

In 2017, the increase in Franchise and license fees and income, excluding the impacts of foreign currency translation and lapping the 53rd week in 2016, was driven by international net new unit growth, franchise same-store sales growth of 3%, refranchising and higher renewal and transfer fees.

In 2016, the increase in Franchise and license fees and income, excluding the impacts of foreign currency translation and the 53rd week, was driven by international net new unit growth, franchise same-store sales growth of 2% and refranchising.

G&A

In 2017, the decrease in G&A, excluding the impacts of foreign currency translation and lapping the 53rd week in 2016, were driven by the positive impact of YUM's Strategic Transformation Initiatives , including reductions in G&A directly attributable to refranchising, partially offset by higher incentive compensation.


33


In 2016, the increase in G&A, excluding the impacts of foreign currency translation and 53rd week, were driven by the impact of higher compensation costs due to increased headcount and wage inflation in international markets and higher incentive compensation.

Operating Profit

In 2017, the increase in Operating Profit, excluding the impacts of foreign currency translation and lapping the 53rd week in 2016, was driven by same-store sales growth, international net new unit growth, lower G&A and higher renewal and transfer fees, partially offset by higher restaurant operating costs and refranchising.

In 2016, the increase in Operating Profit, excluding the impacts of foreign currency translation and 53rd week, was driven by international net new unit growth and same-store sales growth, partially offset by higher restaurant operating costs and advertising contributions associated with the KFC U.S. Acceleration Agreement.


Pizza Hut Division

The Pizza Hut Division has 16,748 units, 55% of which are located outside the U.S. The Pizza Hut Division operates as one brand that uses multiple distribution channels including delivery, dine-in and express (e.g. airports). Emerging markets comprised approximately 35% of units and 40% of profits for the Division as of the end of 2017. Additionally, 99% of the Pizza Hut Division units were operated by franchisees as of the end of 2017.
 
 
 
 
 
 
 
 
% B/(W)
 
% B/(W)
 
 
 
 
 
 
 
 
2017
 
2016
 
 
2017
 
2016
 
2015
 
Reported
 
Ex FX
 
Ex FX and 53rd Week in 2016
 
Reported
 
Ex FX
Ex FX and 53rd Week in 2016
System Sales
 
$
12,034

 
$
12,019

 
$
11,999

 
—

 
 
1

 
 
2

 
 
—

 
 
2

 
 
1

 
Same-Store Sales Growth (Decline)
 
 
 
 
 
 
 
Even
 
 
N/A

 
 
N/A
 
 
(2
)
 
 
N/A

 
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
285

 
$
493

 
$
601

 
(42
)
 
 
(42
)
 
 
(41
)
 
 
(18
)
 
 
(16
)
 
 
(17
)
 
Franchise and license fees and income
 
608

 
615

 
604

 
(1
)
 
 
(1
)
 
 
—

 
 
2

 
 
4

 
 
3

 
Total revenues
 
$
893

 
$
1,108

 
$
1,205

 
(19
)
 
 
(19
)
 
 
(18
)
 
 
(8
)
 
 
(6
)
 
 
(7
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant profit
 
$
14

 
$
41

 
$
58

 
(63
)
 
 
(63
)
 
 
(62
)
 
 
(31
)
 
 
(31
)
 
 
(31
)
 
Restaurant margin %
 
5.3
%
 
8.3
%
 
9.8
%
 
(3.0
)
ppts.
 
(3.0
)
ppts.
 
(2.9
)
ppts.
 
(1.5)

ppts.
 
(1.7)

ppts.
 
(1.7
)
ppts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
G&A expenses
 
$
211

 
$
242

 
$
262

 
13

 
 
13

 
 
12

 
 
7

 
 
6

 
 
6

 
Operating Profit
 
$
341

 
$
367

 
$
351

 
(7
)
 
 
(6
)
 
 
(5
)
 
 
4

 
 
6

 
 
5

 

 
 
 
 
 
 
 
 
% Increase (Decrease)
Unit Count
 
2017
 
2016
 
2015
 
2017
 
2016
Franchise
 
16,588

 
15,871

 
15,334

 
5
 
 
4

Company-owned
 
160

 
549

 
750

 
(71
)
 
(27
)
 
 
16,748

 
16,420

 
16,084

 
2
 
 
2



34


 
 
2016
 
New Builds
 
Closures
 
Refranchised
 
Acquired
 
Other
 
2017
Franchise
 
15,871

 
1,035

 
(708
)
 
389

 
—

 
1

 
16,588

Company-owned
 
549

 
12

 
(12
)
 
(389
)
 
—

 
—

 
160

Total
 
16,420

 
1,047

 
(720
)
 
—

 
—

 
1

 
16,748


 
 
2015
 
New Builds
 
Closures
 
Refranchised
 
Acquired
 
Other
 
2016
Franchise
 
15,334

 
885

 
(554
)
 
206

 
—

 
—

 
15,871

Company-owned
 
750

 
40

 
(35
)
 
(206
)
 
—

 
—

 
549

Total
 
16,084

 
925

 
(589
)
 
—

 
—

 
—

 
16,420


Company Sales and Restaurant Profit

The changes in Company sales and Restaurant profit were as follows:
 
2017 vs. 2016
Income / (Expense)
2016
 
Store Portfolio Actions
 
Other
 
FX
 
53rd Week
 
2017
Company sales
$
493

 
$
(193
)
 
$
(9
)
 
$
(1
)
 
$
(5
)
 
$
285

Cost of sales
(137
)
 
56

 
(4
)
 
—

 
2

 
(83
)
Cost of labor
(156
)
 
61

 
(1
)
 
1

 
1

 
(94
)
Occupancy and other
(159
)
 
61

 
3

 
—

 
1

 
(94
)
Company restaurant expenses
$
(452
)
 
$
178

 
$
(2
)
 
$
1

 
$
4

 
$
(271
)
Restaurant profit
$
41

 
$
(15
)
 
$
(11
)
 
$
—

 
$
(1
)
 
$
14

 
 
 
 
 
 
 
 
 
 
 
 

 
2016 vs. 2015
Income / (Expense)
2015
 
Store Portfolio Actions
 
Other
 
FX
 
53rd Week
 
2016
Company sales
$
601

 
$
(120
)
 
$
16

 
$
(9
)
 
$
5

 
$
493

Cost of sales
(167
)
 
34

 
(5
)
 
3

 
(2
)
 
(137
)
Cost of labor
(187
)
 
40

 
(11
)
 
3

 
(1
)
 
(156
)
Occupancy and other
(189
)
 
33

 
(5
)
 
3

 
(1
)
 
(159
)
Company restaurant expenses
$
(543
)
 
$
107

 
$
(21
)
 
$
9

 
$
(4
)
 
$
(452
)
Restaurant profit
$
58

 
$
(13
)
 
$
(5
)
 
$
—

 
$
1

 
$
41

 
 
 
 
 
 
 
 
 
 
 
 

In 2017, the decreases in Company sales and Restaurant profit associated with store portfolio actions were driven by refranchising. Significant other factors impacting Company sales and/or Restaurant profit were company same-store sales declines of 3% and higher commodity and labor costs, partially offset by lower property and casualty losses.

In 2016, the decreases in Company sales and Restaurant profit associated with store portfolio actions were driven by refranchising. Significant other factors impacting Company sales and/or Restaurant profit were higher labor costs and increased advertising spend in the U.S., partially offset by company same-store sales growth of 2%.

Franchise and License Fees and Income

In 2017, Franchise and license fees income, excluding the impact of foreign currency translation and lapping the 53rd week in 2016, was even with prior year as the favorable impacts of refranchising and net new unit growth were offset by lower fees from expiring development agreements. Franchise same-store sales were even.

35



In 2016, the increase in Franchise and license fees income, excluding the impacts of foreign currency translation and 53rd week, was driven by net new unit growth, refranchising and higher fees from expiring development agreements, partially offset by franchise same-store sales declines of 2%.

G&A

In 2017, the decrease in G&A, excluding the impact of foreign currency translation and lapping the 53rd week in 2016, was driven by the positive impact of YUM's Strategic Transformation Initiatives, including reductions in G&A directly attributable to refranchising, partially offset by increased litigation costs.

In 2016, the decrease in G&A, excluding the impacts of foreign currency translation and 53rd week, was driven by lower litigation settlement costs and legal fees and the positive impact of YUM's Strategic Transformation Initiatives, including reductions in G&A directly attributable to refranchising, partially offset by higher incentive compensation costs.

Operating Profit

In 2017, the decrease in Operating Profit, excluding the impact of foreign currency translation and lapping the 53rd week in 2016, was driven by increased advertising costs associated with the Pizza Hut U.S. Transformation Agreement, partially offset by lower G&A.

In 2016, the increase in Operating Profit, excluding the impacts of foreign currency translation and 53rd week, was driven by lower G&A and net new unit growth, partially offset by franchise same-store sales declines.


Taco Bell Division

The Taco Bell Division has 6,849 units, 94% of which are in the U.S. As of the end of 2017, the Company owns 10% of the Taco Bell units in the U.S., where the brand has historically achieved high restaurant margins and returns.
 
 
 
 
 
 
 
 
% B/(W)
 
% B/(W)
 
 
 
 
 
 
 
 
2017
 
2016
 
 
2017
 
2016
 
2015
 
Reported
 
Ex FX
 
Ex FX and 53rd Week in 2016
 
Reported
 
Ex FX
 
Ex FX and 53rd Week in 2016
System Sales
 
$
10,145

 
$
9,660

 
$
9,102

 
5

 
 
5

 
 
7

 
 
6

 
 
6

 
 
5

 
Same-Store Sales Growth
 
 
 
 
 
 
 
4

 
 
N/A

 
 
N/A
 
 
2

 
 
N/A

 
 
N/A
 
Company sales
 
$
1,359

 
$
1,540

 
$
1,544

 
(12
)
 
 
(12
)
 
 
(10
)
 
 
—

 
 
—

 
 
(2
)
 
Franchise and license fees and income
 
521

 
485

 
447

 
7

 
 
7

 
 
9

 
 
9

 
 
9

 
 
7

 
Total revenues
 
$
1,880

 
$
2,025

 
$
1,991

 
(7
)
 
 
(7
)
 
 
(6
)
 
 
2

 
 
2

 
 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant profit
 
$
305

 
$
342

 
$
344

 
(11
)
 
 
(11
)
 
 
(9
)
 
 
—

 
 
—

 
 
(3
)
 
Restaurant margin %
 
22.4
%
 
22.2
%
 
22.2
%
 
0.2

ppts.
 
0.2

ppts.
 
0.3

ppts.
 
—

ppts.
 
—

ppts.
 
(0.2
)
ppts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
G&A expenses
 
$
188

 
$
211

 
$
221

 
11

 
 
11

 
 
10

 
 
4

 
 
4

 
 
5

 
Operating Profit
 
$
619

 
$
595

 
$
546

 
4

 
 
4

 
 
6

 
 
9

 
 
9

 
 
6

 


36


 
 
 
 
 
 
 
 
% Increase (Decrease)
Unit Count
 
2017
 
2016
 
2015
 
2017
 
2016
Franchise
 
6,196

 
5,727

 
5,513

 
8
 
 
4

Company-owned
 
653

 
885

 
900

 
(26
)
 
(2
)
 
 
6,849

 
6,612


6,413

 
4
 
 
3


 
 
2016
 
New Builds
 
Closures
 
Refranchised
 
Acquired
 
Other
 
2017
Franchise
 
5,727

 
293

 
(78
)
 
253

 
—

 
1

 
6,196

Company-owned
 
885

 
21

 
—

 
(253
)
 
—

 
—

 
653

Total
 
6,612

 
314

 
(78
)
 
—

 
—

 
1

 
6,849


 
 
2015
 
New Builds
 
Closures
 
Refranchised
 
Acquired
 
Other
 
2016
Franchise
 
5,513

 
263

 
(95
)
 
46

 
(1
)
 
1

 
5,727

Company-owned
 
900

 
34

 
(4
)
 
(46
)
 
1

 
—

 
885

Total
 
6,413

 
297

 
(99
)
 
—

 
—

 
1

 
6,612


Company Sales and Restaurant Profit

The changes in Company sales and Restaurant profit were as follows:
 
2017 vs. 2016
Income / (Expense)
2016
 
Store Portfolio Actions
 
Other
 
53rd Week
 
2017
Company sales
$
1,540

 
$
(195
)
 
$
38

 
$
(24
)
 
$
1,359

Cost of sales
(397
)
 
50

 
(15
)
 
6

 
(356
)
Cost of labor
(443
)
 
55

 
(13
)
 
7

 
(394
)
Occupancy and other
(358
)
 
44

 
6

 
4

 
(304
)
Company restaurant expense
$
(1,198
)
 
$
149

 
$
(22
)
 
$
17

 
$
(1,054
)
Restaurant profit
$
342

 
$
(46
)
 
$
16

 
$
(7
)
 
$
305

 
 
 
 
 
 
 
 
 
 
 
2016 vs. 2015
Income / (Expense)
2015
 
Store Portfolio Actions
 
Other
 
53rd Week
 
2016
Company sales
$
1,544

 
$
(37
)
 
$
9

 
$
24

 
$
1,540

Cost of sales
(422
)
 
11

 
20

 
(6
)
 
(397
)
Cost of labor
(427
)
 
10

 
(19
)
 
(7
)
 
(443
)
Occupancy and other
(351
)
 
7

 
(10
)
 
(4
)
 
(358
)
Company restaurant expense
$
(1,200
)
 
$
28

 
$
(9
)
 
$
(17
)
 
$
(1,198
)
Restaurant profit
$
344

 
$
(9
)
 
$
—

 
$
7

 
$
342

 
 
 
 
 
 
 
 
 
 

In 2017, the decreases in Company sales and Restaurant profit associated with store portfolio actions were driven by refranchising, partially offset by net unit growth. Significant other factors impacting Company sales and/or Restaurant profit were company same-store sales growth of 3%, partially offset by higher labor costs, commodity cost inflation, and increased cost of sales associated with value offerings.


37


In 2016, the decrease in Company sales and Restaurant profit associated with store portfolio actions was driven by refranchising, partially offset by net new unit growth. Significant other factors impacting Company sales and/or Restaurant profit were company same-store sales growth of 1% and favorable commodity costs, partially offset by higher labor costs and store-level investments.

Franchise and License Fees and Income

In 2017, the increase in Franchise and license fees and income, excluding the impact of lapping the 53rd week in 2016, was driven by refranchising, franchise same-store sales growth of 4%, and net new unit growth.

In 2016, the increase in Franchise and license fees and income, excluding the impact of the 53rd week, was driven by net new unit growth, franchise same-store sales growth of 2% and refranchising.

G&A

In 2017, the decrease in G&A, excluding the impact of lapping the 53rd week in 2016, was driven by the positive impact of YUM's Strategic Transformation Initiatives, including reductions in G&A directly attributable to refranchising, and lower litigation costs.

In 2016, the decrease in G&A, excluding the impact of the 53rd week, was driven by lapping the Live Más Scholarship contribution and lower litigation costs.

Operating Profit

In 2017, the increase in Operating Profit, excluding the impact of lapping the 53rd week in 2016, was driven by same-store sales growth, lower G&A and net new unit growth, partially offset by refranchising and higher restaurant operating costs.

In 2016, the increase in Operating Profit, excluding the impact of the 53rd week, was driven by same-store sales growth, net new unit growth and lower G&A, partially offset by higher restaurant operating costs and refranchising.

Corporate & Unallocated
 
 
 
 
 
 
 
 
% B/(W)
Income/(Expense)
 
2017
 
2016
 
2015
 
2017
 
2016
Corporate and unallocated G&A
 
$
(230
)
 
$
(280
)
 
$
(180
)
 
18

 
 
(56
)
 
Unallocated restaurant costs
 
10

 
—

 
—

 
NM

 
 
NM

 
Unallocated Franchise and license fees and income
 
(5
)
 
(2
)
 
—

 
NM

 
 
NM

 
Unallocated Franchise and license expenses
 
(30
)
 
(24
)
 
(71
)
 
(26
)
 
 
67

 
Refranchising gain (loss) (See Note 5)
 
1,083

 
163

 
(23
)
 
NM

 
 
NM

 
Unallocated Other income (expense)
 
(8
)
 
(8
)
 
(24
)
 
3

 
 
65

 
Other pension income (expense) (See Note 15)
 
(47
)
 
(32
)
 
(40
)
 
(45
)
 
 
18

 
Interest expense, net
 
(440
)
 
(305
)
 
(141
)
 
(44
)
 
 
(117
)
 
Income tax provision (See Note 18)
 
(934
)
 
(327
)
 
(327
)
 
NM

 
 
—

 
Effective tax rate (See Note 18)
 
41.1
%
 
24.3
%
 
26.1
%
 
(16.8
)
ppts.
 
1.8

ppts.

Corporate and unallocated G&A

In 2017, the decrease in Corporate and unallocated G&A was driven by lower year-over-year spending associated with YUM’s Strategic Transformation Initiatives (See Note 5), current year G&A reductions due to the impact of YUM’s Strategic Transformation Initiatives and lower year-over-year non-cash charges associated with the modification of Executive Income Deferral (“EID”) share-based compensation awards (See Note 5), partially offset by charges related to the Pizza Hut U.S. Transformation Agreement (See Note 5).

In 2016, the increase in Corporate and unallocated G&A was driven by costs associated with YUM's Strategic Transformation Initiatives (See Note 5), non-cash charges associated with the modification of certain EID share-based compensation awards (See Note 5 ) and higher incentive compensation costs, partially offset by lower professional and legal fees.


38


Unallocated restaurant costs

In 2017, Unallocated restaurant costs represents depreciation reductions that were not allocated to the Division segments. See Note 5.

Unallocated Franchise and license fees and income

In 2017, Unallocated Franchise and license fees and income primarily reflects charges related to the Pizza Hut U.S. Transformation Agreement . See Note 5.

In 2016, Unallocated Franchise and license fees and income reflects charges related to the KFC U.S. Acceleration Agreement. See Note 5.

Unallocated Franchise and license expenses

Unallocated Franchise and license expenses reflect charges related to the KFC U.S. Acceleration Agreement and/or Pizza Hut U.S. Transformation Agreement. See Note 5.

Unallocated Other income (expense)

In 2017, Unallocated Other income (expense) primarily includes foreign exchange gains (losses). See Note 8.

In 2016, Unallocated Other income (expense) primarily includes write-downs related to our decision to dispose of our corporate aircraft and foreign exchange gains (losses). See Note 8.

In 2015, Unallocated Other income (expense) primarily includes foreign exchange gains (losses).

Interest expense, net

The increases in Interest expense, net for 2017 and 2016 were driven by increased outstanding borrowings. See Note 11.

Income from Discontinued Operations, Net of Tax

The following table is a summary of the operating results of the China business which have been reflected in discontinued operations. See Note 4 for additional information.
 
 
2016(a)
 
2015
Total revenues
 
$
5,776

 
$
6,909

Total income from discontinued operations before income taxes(b)
 
571

 
526

Income tax (benefit) provision(c)
 
(65
)
 
164

Income from discontinued operations, net of tax
 
625

 
357


(a)
Includes Yum China financial results from January 1, 2016 to October 31, 2016.

(b)
Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.

(c)
During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the China spin-off.


39


Significant Known Events, Trends or Uncertainties Expected to Impact Future Results

Strategic Transformation Initiatives Impact

We have refranchised a significant number of Company-owned restaurants since the announcement of YUM’s Strategic Transformation Initiatives in October 2016, and anticipate that additional, significant refranchising will occur in 2018. The impact on Operating profit due to refranchising includes the loss of restaurant profit, which reflects the decrease in Company sales, and the increase in franchise fees from restaurants that have been refranchised. We expect to reduce G&A, including reductions directly attributable to refranchising, such that upon completion of YUM’s Strategic Transformation Initiatives in 2019, on an annual basis, the impact of lost Operating profit from refranchising will be largely offset by G&A reductions we are making. However, we expect that Operating profit will be negatively impacted throughout 2018 as certain G&A reductions lag the loss of Operating profit due to refranchising. We expect the impact of refranchising, net of G&A reductions, to negatively impact Core Operating Profit growth for 2018 by 6 to 7 percentage points.

GAAP Required Change in Accounting for Revenue

See “Recent Accounting Pronouncements” in Note 2 for discussion of the expected impact of changes in GAAP related to revenue recognition.

Tax Cuts and Jobs Act of 2017 (“Tax Act”)
The Tax Act was enacted on December 22, 2017 (see Note 18 for discussion of the charge recorded upon enactment). The Tax Act significantly modifies the U.S. corporate income tax system by, among other things, reducing the federal income tax rate from 35% to 21% beginning in 2018, limiting certain deductions, including limiting the deductibility of interest expense to 30% of U.S. Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), imposing a mandatory one-time deemed repatriation tax on accumulated foreign earnings and creating a territorial tax system that changes the manner in which future foreign earnings are subject to U.S. tax.

After considering the impacts of the Tax Act, we anticipate an ongoing effective tax rate of approximately 20-22% compared to our previous guidance of 26-27%. While we expect to benefit from the lower U.S. tax rate, we anticipate this benefit will be partially offset by the limitation on the deductibility of interest. The transition to a territorial tax system is expected to benefit our effective tax rate as a majority of our earnings are generated outside the U.S. However, this benefit is expected to be partially offset by taxes incurred under the Global Intangible Low-Taxed Income provisions of the Tax Act. We currently expect that our 2018 effective tax rate will be slightly below the ongoing anticipated range noted above due to a delay in the applicability of the Global Intangible Low-Taxed Income provision and increased 2018 EBITDA in the U.S. due to our planned U.S. refranchising gains, which will lead to higher interest deductibility.

KFC United Kingdom ("UK") Supply Availability Issues

On February 14, 2018 we and our franchisees transitioned to a new distributor for the food sold in our approximately 900 KFCs in the United Kingdom and Ireland (those restaurants accounted for approximately 3% of YUM’s global system sales in the year ended December 31, 2017). In connection with this transition, certain of these restaurants have experienced supply availability issues which have resulted in store closures or stores operating under a limited menu. These supply availability issues continue through the date of this filing, and it is difficult to predict with certainty when such issues may be resolved and all KFCs in the UK and Ireland will be fully operational. While the impact of lost profits as a result of these closures and limited menus has not been material through the date of this filing, prolonged supply availability issues could have a material impact on our revenues. Additionally, should the supply availability issues persist, our franchisees, suppliers and the distributor, whose affiliates also service KFCs located in other countries within Europe, may experience financial distress or require credit support, which could further impact our results of operations.



40


Consolidated Cash Flows

Net cash provided by operating activities from continuing operations was $1,030 million in 2017 vs. $1,248 million in 2016. The decrease was primarily driven by an increase in interest payments and retirement and deferred compensation payouts to retirees, partially offset by an increase in Operating profit before Special Items.

In 2016, net cash provided by operating activities from continuing operations was $1,248 million compared to $1,260 million in 2015. The decrease was primarily driven by an increase in interest payments, partially offset by a decrease in income tax payments.

Net cash provided by investing activities from continuing operations was $1,472 million in 2017 versus net cash used in investing activities of $4 million in 2016. The increase was primarily driven by higher proceeds from refranchising of restaurants and lower capital spending.

In 2016, net cash used in investing activities from continuing operations was $4 million compared to $199 million in 2015. The decrease was primarily driven by higher refranchising proceeds.

Net cash used in financing activities from continuing operations was $1,795 million in 2017 compared to $744 million in 2016. The increase was primarily driven by lower net borrowings, partially offset by lower share repurchases.

In 2016, net cash used in financing activities from continuing operations was $744 million compared to $1,089 million in 2015. The decrease was primarily driven by higher proceeds from net borrowings, partially offset by higher share repurchases.

Consolidated Financial Condition

Cash and cash equivalents increased due to significant refranchising proceeds received late in the year ended December 31, 2017, as well as cash on hand to fund the March 2018 maturity of $325 million in YUM Senior Unsecured Notes.

The refranchising of Company-operated stores drove decreases in restaurant-level assets and liabilities on our Consolidated Balance Sheet, including within Property, plant and equipment ("PP&E").

Deferred income taxes decreased in connection with the tax charge we recorded upon enactment of the Tax Act (see Note 18).

Long-term debt increased during 2017 due to the issuance of $750 million of Subsidiary Senior Unsecured Notes, partially offset by the reclassification of $325 million of YUM Senior Unsecured Notes to Short-term borrowings due to their March 2018 maturity date.

Liquidity and Capital Resources

In October 2016, we announced YUM’s Strategic Transformation Initiatives to drive global expansion of the KFC, Pizza Hut and Taco Bell brands following the Separation on October 31, 2016. As part of this transformation we intend to own less than 1,000 stores by the end of 2018 and, by 2019, reduce annual recurring capital expenditures to approximately $100 million, improve our efficiency by lowering G&A to 1.7% of system sales and increase free cash flow conversion to 100%.

In 2017, we returned $2.4 billion to shareholders through share repurchases and cash dividends and we remain committed to returning between $6.5 and $7.0 billion from 2017 to 2019. We intend to fund these shareholder returns through a combination of refranchising proceeds, free cash flow generation and maintenance of our five times EBITDA leverage. We anticipate generating total proceeds in excess of $2 billion, net of tax, in connection with our refranchising initiatives.

We have historically generated substantial cash flows from the operations of our Company-owned stores and from our extensive franchise operations, which require a limited YUM investment. Our annual operating cash flows from continuing operations have historically been in excess of $1 billion. Going forward, we anticipate that any decrease in operating cash flows from the operation of fewer Company-owned stores due to refranchising will be offset with savings generated from decreased capital investment and G&A required to support company operations. To the extent operating cash flows plus other sources of cash such as refranchising proceeds do not cover our anticipated cash needs, we maintain $1 billion of undrawn capacity under our existing revolving credit facility.

Our balance sheet often reflects a working capital deficit, which is not uncommon in our industry and is also historically common for YUM. Company sales are paid in cash or by credit card (which is quickly converted into cash) and our royalty receivables from franchisees are generally due within 30 days of the period in which the related sales occur. Substantial amounts of cash

41


received have historically been either invested in new restaurant assets which are non-current in nature or returned to shareholders. As part of our working capital strategy, we negotiate favorable credit terms with vendors and, as a result, our on-hand inventory turns faster than the related short-term liabilities. Accordingly, it is not unusual for current liabilities to exceed current assets. We believe such a deficit has no significant impact on our liquidity or operations.

Debt Instruments

As of December 31, 2017, approximately 90%, including the impact of interest rate swaps, of our $9.8 billion of total debt outstanding is fixed with an effective overall interest rate of approximately 4.7%. We are managing a capital structure which is levered in-line with our target of approximately five times EBITDA, and which we believe provides an attractive balance between optimized interest rates, duration and flexibility with diversified sources of liquidity and maturities spread over multiple years. We have credit ratings of BB (Standard & Poor's)/Ba3 (Moody's) with a balance sheet more consistent with highly-levered peer restaurant franchise companies. See Note 11 for details of our financing activities supporting the return of capital initiative.

Securitization Notes. In May 2016, Taco Bell Funding, LLC, a newly formed special purpose subsidiary of the Company, issued an aggregate of $2.3 billion of fixed rate senior secured notes (“Class A-2 Notes”). In connection with the issuance of the Class A-2 Notes, Taco Bell Funding, LLC also issued variable rate notes (the “Variable Funding Notes” and, together with the Class A-2 Notes, the “Securitization Notes”) pursuant to a new revolving financing facility, which allowed for the borrowing of up to $100 million including the issuance of letters of credit up to $50 million. On October 16, 2017, Taco Bell Funding, LLC terminated the Variable Funding Notes. The Securitization Notes contain cross-default provisions whereby the failure to pay principal on any outstanding Securitization Notes will constitute an event of default under any other Securitization Notes.

Credit Agreement. On June 16, 2016, three wholly-owned subsidiaries of the Company, KFC Holding Co., Pizza Hut Holdings, LLC and Taco Bell of America, LLC, as co-borrowers (the "Borrowers") entered into a new credit agreement (the “Credit Agreement”) providing for the following (each of which may be increased subject to certain conditions): (i) a $500 million Term Loan A facility (the “Term Loan A Facility”), (ii) a $2 billion Term Loan B facility (the “Term Loan B Facility”) and (iii) a $1 billion revolving facility (the “Revolving Facility”) which has no outstanding borrowings and has $4 million in letters of credit outstanding as of December 31, 2017, each of which may be increased subject to certain conditions. Our Term Loan A Facility and Term Loan B Facility contain cross-default provisions whereby the failure to pay principal of or otherwise perform any agreement or condition under indebtedness of certain subsidiaries with a principal amount in excess of $100 million will constitute an event of default under the Credit Agreement.

Subsidiary Senior Unsecured Notes. On June 16, 2016, the Borrowers issued an aggregate of $1.05 billion Senior Unsecured Notes due 2024 and an aggregate of $1.05 billion Senior Unsecured Notes due 2026. On June 15, 2017, the Borrowers issued an aggregate of $750 million Senior Unsecured Notes due June 1, 2027 (together with the June 16, 2016 issuances, the “Subsidiary Senior Unsecured Notes”). Our Subsidiary Senior Unsecured Notes contain cross-default provisions whereby the acceleration of the maturity of the indebtedness of certain subsidiaries with a principal amount in excess of $100 million or the failure to pay principal of such indebtedness will constitute an event of default under the Subsidiary Senior Unsecured Notes.

The majority of our remaining long-term debt primarily comprises senior, unsecured obligations ("YUM Senior Unsecured Notes") which ranks equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness. Amounts outstanding under YUM Senior Unsecured Notes were $2.2 billion at December 31, 2017. Our YUM Senior Unsecured Notes contain cross-default provisions whereby 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 YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice.

The following table summarizes the future maturities of our outstanding long-term debt, excluding capital leases, as of December 31, 2017.
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
2023
 
2024
 
2025
 
2026
 
2027
 
2037
 
2043
 
Total
Securitization Notes
 
$
23

 
$
23

 
$
789

 
$
15

 
$
15

 
$
479

 
$
10

 
$
10

 
$
907

 
 
 
 
 
 
 
$
2,271

Credit Agreement
 
32

 
45

 
51

 
76

 
395

 
1,876

 
 
 
 
 
 
 
 
 
 
 
 
 
2,475

Subsidiary Senior Unsecured Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
1,050

 
 
 
1,050

 
750

 
 
 
 
 
2,850

YUM Senior Unsecured Notes
 
325

 
250

 
350

 
350

 
 
 
325

 
 
 
 
 
 
 
 
 
325

 
275

 
2,200

Total
 
$
380

 
$
318

 
$
1,190

 
$
441

 
$
410

 
$
2,680

 
$
1,060

 
$
10

 
$
1,957

 
$
750

 
$
325

 
$
275

 
$
9,796



42


See Note 11 for details on the the Securitization Notes, Subsidiary Senior Unsecured Notes, the Credit Agreement and YUM Senior Unsecured Notes.

Contractual Obligations

Our significant contractual obligations and payments as of December 31, 2017 included:

 
 
Total
 
Less than 1 Year
 
1-3 Years
 
3-5 Years
 
More than 5 Years
Long-term debt obligations(a)
 
$
12,970

 
$
801

 
$
2,301

 
$
1,538

 
$
8,330

Capital leases(b)
 
136

 
13

 
25

 
22

 
76

Operating leases(b)
 
899

 
124

 
198

 
142

 
435

Purchase obligations(c)
 
377

 
216

 
123

 
38

 
—

Benefit plans and other(d)
 
284

 
100

 
66

 
26

 
92

Total contractual obligations
 
$
14,666

 
$
1,254

 
$
2,713

 
$
1,766

 
$
8,933


(a)
Amounts include maturities of debt outstanding as of December 31, 2017 and expected interest payments on those outstanding amounts on a nominal basis.  See Note 11.

(b)
These obligations, which are shown on a nominal basis, relate primarily to approximately 900 Company-owned restaurants.  See Note 12.

(c)
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.  We have excluded agreements that are cancelable without penalty.  Purchase obligations relate primarily to supply agreements, marketing, information technology, purchases of PP&E as well as consulting, maintenance and other agreements. Amounts include estimated payments for our incremental advertising contributions related to the KFC U.S. Acceleration Agreement and the Pizza Hut U.S. Transformation Agreement. See Note 5.

(d)
Includes actuarially-determined timing of payments from our most significant unfunded pension plan as well as scheduled payments from our deferred compensation plan and other unfunded benefit plans where payment dates are determinable. This table excludes $39 million of future benefit payments for deferred compensation and other unfunded benefit plans to be paid upon separation of employee's service or retirement from the company, as we cannot reasonably estimate the dates of these future cash payments. Other amounts include a cash tax obligation related to the mandatory deemed repatriation tax provisions of the Tax Act (see Note 18) and anticipated investments, other than incremental advertising, related to the KFC U.S. Acceleration Agreement and the Pizza Hut U.S. Transformation Agreement (see Note 5).

We sponsor noncontributory defined benefit pension plans covering certain salaried and hourly employees, the most significant of which are in the U.S. and UK.  The most significant of the U.S. plans, the YUM Retirement Plan (the “Plan”), is funded while benefits from our other significant U.S. plan are paid by the Company as incurred (see footnote (d) above).  Our funding policy for the Plan is to contribute annually amounts that will at least equal the minimum amounts required to comply with the Pension Protection Act of 2006.  However, additional voluntary contributions are made from time-to-time to improve the Plan’s funded status.  At December 31, 2017 the Plan was in a net underfunded position of $59 million.  The UK pension plans were in a net overfunded position of $71 million at our 2017 measurement date.

We do not anticipate making any significant contributions to the Plan in 2018. Investment performance and corporate bond rates have a significant effect on our net funding position as they drive our asset balances and discount rate assumptions.  Future changes in investment performance and corporate bond rates could impact our funded status and the timing and amounts of required contributions in 2018 and beyond.

Our post-retirement health care plan in the U.S. is not required to be funded in advance, but is pay as you go.  We made post-retirement benefit payments of $5 million in 2017 and no future funding amounts are included in the contractual obligations table.  See Note 15.

We have excluded from the contractual obligations table payments we may make for exposures for which we are self-insured, including workers’ compensation, employment practices liability, general liability, automobile liability, product liability and

43


property losses (collectively “property and casualty losses”) and employee healthcare and long-term disability claims.  The majority of our recorded liability for self-insured property and casualty losses and employee healthcare and long-term disability claims represents estimated reserves for incurred claims that have yet to be filed or settled.

We have not included in the contractual obligations table approximately $100 million of liabilities for unrecognized tax benefits relating to various tax positions we have taken.  These liabilities may increase or decrease over time as a result of tax examinations, and given the status of the examinations, we cannot reliably estimate the period of any cash settlement with the respective taxing authorities.  

Off-Balance Sheet Arrangements

See the Lease Guarantees and Franchise Loan Pool and Equipment Guarantees sections of Note 20 for discussion of our off-balance sheet arrangements.


New Accounting Pronouncements Not Yet Adopted

The Financial Accounting Standards Board (“FASB”) has issued standards to provide principles within a single framework for revenue recognition of transactions involving contracts with customers across all industries. These standards are effective for the Company in our first quarter of 2018, and we will adopt the standards using the modified retrospective transition method. See “Recent Accounting Pronouncements” in Note 2 for additional information regarding our adoption of the new revenue recognition standards.

In February 2016, the FASB issued a standard on the recognition and measurement of leases, which is intended to increase transparency and comparability among organizations by requiring that substantially all lease assets and liabilities be recognized on the balance sheet and by requiring the disclosure of key information about leasing arrangements. This standard is effective for the Company in our first quarter of 2019 with early adoption permitted. The standard must be adopted using a modified retrospective transition method. We currently plan to adopt this standard in the first quarter of 2019 and we are evaluating the impact the adoption of this standard will have on our Financial Statements. Based on our current volume of store leases and subleases to franchisees (see Note 12) we expect this adoption will result in a material increase in the assets and liabilities on our Consolidated Balance Sheets; however, we believe the impact will be less material over time as we execute our strategy to be at least 98% franchised by 2019 and thus are a party to fewer leases. Further, we do not anticipate adoption will have a significant impact on our Consolidated Statements of Income or Cash Flows.

In June 2016, the FASB issued a standard that requires measurement and recognition of expected versus incurred credit losses for financial assets held. The standard is effective for the Company in our first quarter of fiscal 2020 with early adoption permitted beginning in the first quarter of 2019. We are currently evaluating the impact the adoption of this standard will have on our Financial Statements.

In October 2016, the FASB issued a standard that requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The guidance will require a modified retrospective application with a cumulative adjustment to opening retained earnings at the beginning of our first quarter of 2018. We anticipate a reduction in Other assets of approximately $40 million upon adoption to write-off the unamortized tax consequences of certain historical intra-entity transfers of assets with an offsetting increase to our Accumulated deficit.

In August 2017, the FASB issued a standard that refines and expands existing hedge accounting guidance. The standard is effective for the Company in our first quarter of 2019 with early adoption permitted. We do not anticipate the impact of adopting this standard will be material to our Financial Statements.


Critical Accounting Policies and Estimates

Our reported results are impacted by the application of certain accounting policies that require us to make subjective or complex judgments.  These judgments involve estimations of the effect of matters that are inherently uncertain and may significantly impact our quarterly or annual results of operations or financial condition.  Changes in the estimates and judgments could significantly affect our results of operations and financial condition and cash flows in future years.  A description of what we consider to be our most significant critical accounting policies follows.

44


Impairment or Disposal of Long-Lived Assets

We review long-lived assets of 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 evaluate recoverability based on the restaurant’s forecasted undiscounted cash flows, which incorporate our best estimate of sales growth and margin improvement based upon our plans for the unit and actual results at comparable restaurants.  For restaurant assets that are deemed to not be recoverable, we write-down the impaired restaurant to its estimated fair value.  Key assumptions in the determination of fair value are the future after-tax cash flows of the restaurant, which are reduced by future royalties a franchisee would pay, and a discount rate.  The after-tax cash flows incorporate reasonable sales growth and margin improvement assumptions that would be used by a franchisee in the determination of a purchase price for the restaurant.  Estimates of future cash flows are highly subjective judgments and can be significantly impacted by changes in the business or economic conditions.

We perform an impairment evaluation at a restaurant group level if it is more likely than not that we will refranchise restaurants as a group.  Expected net sales proceeds are generally based on actual bids from the buyer, if available, or anticipated bids given the discounted projected after-tax cash flows for the group of restaurants.  Historically, these anticipated bids have been reasonably accurate estimations of the proceeds ultimately received. The after-tax cash flows used in determining the anticipated bids incorporate reasonable assumptions we believe a franchisee would make such as sales growth and margin improvement as well as expectations as to the useful lives of the restaurant assets. These after-tax cash flows also include a deduction for the anticipated, future royalties we would receive under a franchise agreement with terms substantially at market entered into simultaneously with the refranchising transaction.  

The discount rate used in the fair value calculations is our estimate of the required rate of return that a franchisee would expect to receive when purchasing a similar restaurant or groups of restaurants 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.

Impairment of Goodwill

We evaluate goodwill for impairment on an annual basis as of the beginning of our fourth quarter or more often if an event occurs or circumstances change that indicates impairment might exist.  Goodwill is evaluated for impairment by determining whether the fair value of our reporting units exceed their carrying values. Our reporting units are our business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions.  Fair value is the price a willing buyer would pay for the reporting unit, and is generally estimated using discounted expected future after-tax cash flows from franchise royalties and Company-owned restaurant operations, if any.

Future cash flow estimates and the discount rate are the key assumptions when estimating the fair value of a reporting unit.  Future cash flows are based on growth expectations relative to recent historical performance and incorporate sales growth (from net new restaurants or same-sales growth) and margin improvement (for those reporting units which include Company-owned restaurant operations) assumptions that we believe a third-party buyer would assume when determining a purchase price for the reporting unit.  Any margin improvement assumptions that factor into the discounted cash flows are highly correlated with sales growth as cash flow growth can be achieved through various interrelated strategies such as product pricing and restaurant productivity initiatives. 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.

The fair values of all our reporting units with goodwill balances were substantially in excess of their respective carrying values as of the 2017 goodwill testing date.

When we refranchise restaurants, 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 versus 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 include a deduction for the anticipated, future royalties the franchisee will pay us associated with the franchise agreement entered into simultaneously with the refranchising transaction. Appropriate adjustments are made to the fair value determinations if such franchise agreement is determined to not be at prevailing market rates.  When determining whether such franchise agreement is at prevailing market rates our primary consideration is consistency with the terms of our current franchise agreements both within the country that the restaurants are being refranchised in and around the world.  The Company believes consistency in royalty

45


rates as a percentage of sales is appropriate as the Company and franchisee share in the impact of near-term fluctuations in sales results with the acknowledgment that over the long-term the royalty rate represents an appropriate rate for both parties.

The discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee is reduced by future royalties the franchisee will pay the Company.  The Company thus considers the fair value of future royalties to be received under the franchise agreement as fair value retained in its determination of the goodwill to be written off when refranchising.  Others may consider the fair value of these future royalties as fair value disposed of and thus would conclude that a larger percentage of a reporting unit’s fair value is disposed of in a refranchising transaction.

During 2017, refranchising activity completed by the Company resulted in the write-off of $36 million in Goodwill within Refranchising (gain) loss, representing 7% of beginning-of-year Company goodwill. Of the $36 million, the most significant write-offs were recognized by KFC Turkey and Taco Bell U.S. Within KFC Turkey, all remaining company restaurants were refranchised and $13 million in goodwill was written off (representing 33% of beginning-of-year goodwill). Within Taco Bell U.S., 251 restaurants were refranchised (representing 29% of beginning-of-year company units) and $8 million in goodwill was written off (representing 7% of beginning-of-year goodwill).

See Note 2 for a further discussion of our policies regarding goodwill.

Self-Insured Property and Casualty Losses

We record our best estimate of the remaining cost to settle incurred self-insured property and casualty losses.  The estimate is based on the results of an independent actuarial study and considers historical claim frequency and severity as well as changes in factors such as our business environment, benefit levels, medical costs and the regulatory environment that could impact overall self-insurance costs.  Additionally, our reserve includes a risk margin to cover unforeseen events that may occur over the several years required to settle claims, increasing our confidence level that the recorded reserve is adequate.

See Note 20 for a further discussion of our insurance programs.

Pension Plans

Certain of our employees are covered under defined benefit pension plans. Our two most significant plans are in the U.S. and combined had a projected benefit obligation (“PBO”) of $1,007 million and a fair value of plan assets of $864 million at December 31, 2017.

The PBO reflects the actuarial present value of all benefits earned to date by employees and incorporates assumptions as to future compensation levels.  Due to the relatively long time frame over which benefits earned to date are expected to be paid, our PBOs are highly sensitive to changes in discount rates.  For our U.S. plans, we measured our PBOs using a discount rate of 3.90% at December 31, 2017.  This discount rate was determined with the assistance of our independent actuary.  The primary basis for this discount rate determination is a model that consists of a hypothetical portfolio of ten or more corporate debt instruments rated Aa or higher by Moody’s or Standard & Poor's ("S&P") with cash flows that mirror our expected benefit payment cash flows under the plans.  We exclude from the model those corporate debt instruments flagged by Moody’s or S&P for a potential downgrade (if the potential downgrade would result in a rating below Aa by both Moody's and S&P) and bonds with yields that were two standard deviations or more above the mean.  In considering possible bond portfolios, the model allows the bond cash flows for a particular year to exceed the expected benefit payment cash flows for that year.  Such excesses are assumed to be reinvested at appropriate one-year forward rates and used to meet the benefit payment cash flows in a future year.  The weighted-average yield of this hypothetical portfolio was used to arrive at an appropriate discount rate.  We also ensure that changes in the discount rate as compared to the prior year are consistent with the overall change in prevailing market rates and make adjustments as necessary. A 50 basis-point increase in this discount rate would have decreased these U.S. plans’ PBOs by approximately $65 million at our measurement date.  Conversely, a 50 basis-point decrease in this discount rate would have increased our U.S. plans’ PBOs by approximately $75 million at our measurement date.

The net periodic benefit cost we will record in 2018 is also impacted by the discount rate, as well as the long-term rates of return on plan assets and mortality assumptions we selected at our measurement date.  We expect net periodic benefit cost for our U.S. plans to increase approximately $6 million in 2018.  A 50 basis-point decrease in our discount rate assumption at our 2017 measurement date would further increase our 2018 U.S. net periodic benefit cost by approximately $9 million. A 50 basis-point increase in our discount rate assumption at our 2017 measurement date would decrease our 2018 U.S. net periodic benefit cost by approximately $8 million. The impacts of changes in net periodic benefit costs are reflected primarily in Other pension (income) expense.


46


Our estimated long-term rate of return on U.S. plan assets is based upon the weighted-average of historical and expected future returns for each asset category.  Our expected long-term rate of return on U.S. plan assets, for purposes of determining 2018 pension expense, at December 31, 2017 was 5.65%, net of administrative and investment fees paid from plan assets.  We believe this rate is appropriate given the composition of our plan assets and historical market returns thereon.  A 100 basis point change in our expected long-term rate of return on plan assets assumption would impact our 2018 U.S. net periodic benefit cost by approximately $8 million. Additionally, every 100 basis point variation in actual return on plan assets versus our expected return of 5.65% will impact our unrecognized pre-tax actuarial net loss by approximately $8 million. The impacts of changes in net periodic benefit costs are recorded to Other pension (income) expense.

A decrease in discount rates over time has largely contributed to an unrecognized pre-tax actuarial net loss of $134 million included in AOCI for these U.S. plans at December 31, 2017.  We will recognize approximately $16 million of such loss in net periodic benefit cost in 2018 versus $5 million recognized in 2017. See Note 15.

In the first quarter of 2017, we adopted FASB issued guidance related to the presentation of non-service components of net periodic pension cost. As a result, expense associated with changes in actuarial assumptions, settlement charges and other non-service related charges are primarily recorded to Other pension (income) expense.

Income Taxes

At December 31, 2017, we had valuation allowances of approximately $421 million to reduce our $847 million of deferred tax assets to amounts that are more likely than not to be realized. The net deferred tax assets primarily relate to foreign tax credits and temporary differences in profitable U.S. federal, state and foreign jurisdictions and net operating losses in certain foreign jurisdictions, the majority of which do not expire. In evaluating our ability to recover our deferred tax assets, we consider future taxable income in the various jurisdictions as well as carryforward periods and restrictions on usage. The estimation of future taxable income in these jurisdictions and our resulting ability to utilize deferred tax assets can significantly change based on future events, including our determinations as to feasibility of certain tax planning strategies and refranchising plans. Thus, recorded valuation allowances may be subject to material future changes.

As a matter of course, we are regularly audited by federal, state and foreign tax authorities. 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 that the position would be sustained upon examination by these 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. At December 31, 2017, we had $100 million of unrecognized tax benefits, $10 million of which are temporary in nature and, if recognized, would not impact the effective tax rate. We evaluate unrecognized tax benefits, including interest thereon, on a quarterly basis to ensure that they have been appropriately adjusted for events, including audit settlements, which may impact our ultimate payment for such exposures.

On December 22, 2017, the SEC staff issued SEC Staff Accounting Bulletin (“SAB”) 118 to address the accounting implications of the 2017 Tax Cuts and Jobs Act (“Tax Act”). SAB 118 permits a company to recognize provisional amounts for the one-time tax effects of the Tax Act upon enactment when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. The measurement period to finalize our calculations cannot extend beyond one year of the enactment date. Key provisions that have a significant impact on our Financial Statements and where we have recognized estimated amounts include the recognition of liabilities for taxes on mandatory one-time deemed repatriation of accumulated earnings of foreign subsidiaries, the remeasurement of certain net deferred tax assets and liabilities, and establishment of a valuation allowance on our foreign tax credit carryforwards.

The Tax Act includes a mandatory deemed repatriation tax on accumulated earnings of foreign subsidiaries, and as a result, previously unremitted earnings for which no U.S. deferred tax liability had been provided have now been subject to U.S. tax. Our cash currently held overseas is primarily limited to that necessary to fund working capital requirements. Thus, we have not provided taxes on our foreign unremitted earnings, other than U.S. federal taxes provided in connection with the mandatory deemed repatriation tax, as we believe they are indefinitely reinvested. See Note 18 for a further discussion of our Income taxes.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to financial market risks associated with interest rates, foreign currency exchange rates and commodity prices.  In the normal course of business and in accordance with our policies, we manage these risks through a variety of strategies, which may include the use of financial and commodity derivative instruments to hedge our underlying exposures.  Our policies prohibit the use of derivative instruments for trading purposes, and we have processes in place to monitor and control their use.


47


Interest Rate Risk

We have a market risk exposure to changes in interest rates, principally in the U.S. Our outstanding Long-term debt of $9.8 billion includes 75% fixed-rate debt and 25% variable-rate debt. We have attempted to minimize the interest rate risk related to $1.55 billion of this variable-rate debt through the use of interest rate swaps. As a result, approximately 90% of our $9.8 billion of outstanding debt at December 31, 2017 is effectively fixed-rate debt. See Note 11 for details on these issuances and repayments and Note 13 for details related to interest rate swaps.

As of December 31, 2017 and December 31, 2016 a hypothetical 100 basis-point increase in short-term interest rates would result, over the following twelve-month period after consideration of the aforementioned interest rate swaps, in an increase of approximately $9 million and $10 million, respectively, in Interest expense, net within our Consolidated Statements of Income. These estimated amounts are based upon the current level of variable-rate debt that has not been swapped to fixed and assume no changes in the volume or composition of that debt and exclude any impact from interest income related to cash and cash equivalents.

The fair value of our cumulative fixed-rate debt of $7.3 billion as of December 31, 2017, would decrease approximately $400 million as a result of the same hypothetical 100 basis-point increase. At December 31, 2017, a hypothetical 100 basis-point decrease in short-term interest rates would decrease the fair value of our interest rate swaps approximately $50 million. Fair value was determined based on the present value of expected future cash flows considering the risks involved and using discount rates appropriate for the durations.

Foreign Currency Exchange Rate Risk

Changes in foreign currency exchange rates impact the translation of our reported foreign currency denominated earnings, cash flows and net investments in foreign operations and the fair value of our foreign currency denominated financial instruments. Historically, we have chosen not to hedge foreign currency risks related to our foreign currency denominated earnings and cash flows through the use of financial instruments. We attempt to minimize the exposure related to our net investments in foreign operations by financing those investments with local currency denominated debt when practical.  In addition, we attempt to minimize the exposure related to foreign currency denominated financial instruments by purchasing goods and services from third parties in local currencies when practical. Consequently, foreign currency denominated financial instruments consist primarily of intercompany receivables and payables.  At times, we utilize forward contracts and cross-currency swaps to reduce our exposure related to these intercompany receivables and payables.  The notional amount and maturity dates of these contracts match those of the underlying receivables or payables such that our foreign currency exchange risk related to these instruments is minimized.

The Company’s foreign currency net asset exposure (defined as foreign currency assets less foreign currency liabilities) totaled approximately $2.0 billion as of December 31, 2017. Operating in international markets exposes the Company to movements in foreign currency exchange rates.  The Company’s primary exposures result from our operations in Asia-Pacific, Europe and the Americas.  For the fiscal year ended December 31, 2017 Operating Profit would have decreased approximately $180 million if all foreign currencies had uniformly weakened 10% relative to the U.S. dollar.  This estimated reduction assumes no changes in sales volumes or local currency sales or input prices.

Commodity Price Risk

We are subject to volatility in food costs as a result of market risk associated with commodity prices.  Our ability to recover increased costs through higher pricing is, at times, limited by the competitive environment in which we operate.  We manage our exposure to this risk primarily through pricing agreements with our vendors.

48


Item 8.
Financial Statements and Supplementary Data.

INDEX TO FINANCIAL INFORMATION

 
Page Reference
 
Consolidated Financial Statements
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Consolidated Statements of Income
 
 
 
 
Consolidated Statements of Comprehensive Income
 
 
 
 
Consolidated Statements of Cash Flows
 
 
 
 
Consolidated Balance Sheets
 
 
 
 
Consolidated Statements of Shareholders’ Equity (Deficit)
 
 
 
 
Notes to Consolidated Financial Statements
 

Financial Statement Schedules

No schedules are required because either the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the above-listed financial statements or notes thereto.

49


Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
YUM! Brands, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of YUM! Brands, Inc. and Subsidiaries (YUM) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity (deficit) for each of the fiscal years in the three‑year period ended December 31, 2017, and the related notes collectively, the “consolidated financial statements.” We also have audited YUM’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of YUM as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, YUM maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in notes 2 and 5 to the consolidated financial statements, the comparative consolidated balance sheet as of December 31, 2016, and the comparative consolidated statements of income, comprehensive income, cash flows and shareholders’ equity (deficit) for the fiscal years ended December 31, 2016 and 2015 have been restated for the effects of the change in accounting principle whereby YUM changed its fiscal year from a 52-53 week fiscal year to a fiscal year ending on December 31 of each year and eliminated any of the one-month or one-period reporting lags of its international subsidiaries.
Basis for Opinions
YUM’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on YUM’s consolidated financial statements and an opinion on YUM’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to YUM in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

50


statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP

We have served as YUM’s auditor since 1997.

Louisville, Kentucky
February 21, 2018





51


Consolidated Statements of Income
YUM! Brands, Inc. and Subsidiaries
Fiscal years ended December 31, 2017, 2016 and 2015
(in millions, except per share data)
 
 
2017
 
2016
(As Restated)
 
2015
(As Restated)
Revenues
 
 
 
 
 
 
Company sales
 
$
3,572

 
$
4,189

 
$
4,336

Franchise and license fees and income
 
2,306

 
2,167

 
2,082

Total revenues
 
5,878

 
6,356

 
6,418

Costs and Expenses, Net
 
 
 
 
 
 
Company restaurants
 
 
 
 
 
 
Food and paper
 
1,103

 
1,267

 
1,340

Payroll and employee benefits
 
939

 
1,106

 
1,125

Occupancy and other operating expenses
 
912

 
1,116

 
1,162

Company restaurant expenses
 
2,954

 
3,489

 
3,627

General and administrative expenses
 
999

 
1,129

 
1,058

Franchise and license expenses
 
237

 
201

 
240

Closures and impairment (income) expenses
 
3

 
15

 
16

Refranchising (gain) loss
 
(1,083
)
 
(163
)
 
23

Other (income) expense
 
7

 
3

 
20

Total costs and expenses, net
 
3,117

 
4,674

 
4,984

 
 
 
 
 
 
 
Operating Profit
 
2,761

 
1,682

 
1,434

 
 
 
 
 
 
 
Other pension (income) expense
 
47

 
32

 
40

Interest expense, net
 
440

 
305

 
141

 
 
 
 
 
 
 
Income from continuing operations before income taxes
 
2,274

 
1,345

 
1,253

 
 
 
 
 
 
 
Income tax provision
 
934

 
327

 
327

Income from continuing operations
 
1,340

 
1,018

 
926

Income from discontinued operations, net of tax
 
N/A

 
625

 
357

Net Income
 
$
1,340

 
$
1,643

 
$
1,283

 
 
 
 
 
 
 
Basic Earnings per Common Share from continuing operations
 
$
3.86

 
$
2.58

 
$
2.13

Basic Earnings per Common Share from discontinued operations
 
N/A

 
$
1.59

 
$
0.82

Basic Earnings Per Common Share
 
$
3.86

 
$
4.17

 
$
2.95

 
 
 
 
 
 
 
Diluted Earnings per Common Share from continuing operations
 
$
3.77

 
$
2.54

 
$
2.09

Diluted Earnings per Common Share from discontinued operations
 
N/A

 
$
1.56

 
$
0.81

Diluted Earnings Per Common Share
 
$
3.77

 
$
4.10

 
$
2.90

 
 
 
 
 
 
 
Dividends Declared Per Common Share
 
$
0.90

 
$
1.73

 
$
1.74

 
 
 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements.
 
 
 
 
 
 


52


Consolidated Statements of Comprehensive Income
YUM! Brands, Inc. and Subsidiaries
 
 
 
 
 
 
Fiscal years ended December 31, 2017, 2016 and 2015
(in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
(As Restated)
 
2015
(As Restated)
 
 
 
 
 
 
 
Net Income
 
$
1,340

 
$
1,643

 
$
1,283

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature
 
 
 
 
 
 
Adjustments and gains (losses) arising during the year
 
115

 
(174
)
 
(231
)
Reclassifications of adjustments and (gains) losses into Net Income
 
55

 
(11
)
 
115

 
 
170

 
(185
)
 
(116
)
Tax (expense) benefit
 
(8
)
 
21

 
—

 
 
162

 
(164
)
 
(116
)
 
 
 
 
 
 
 
Changes in pension and post-retirement benefits
 
 
 
 
 
 
Unrealized gains (losses) arising during the year
 
(17
)
 
(62
)
 
101

Reclassification of (gains) losses into Net Income
 
52

 
44

 
53

 
 
35

 
(18
)
 
154

Tax (expense) benefit
 
(14
)
 
4

 
(57
)
 
 
21

 
(14
)
 
97

 
 
 
 
 
 
 
Changes in derivative instruments
 
 
 
 
 
 
Unrealized gains (losses) arising during the year
 
(52
)
 
57

 
48

Reclassification of (gains) losses into Net Income
 
58

 
(22
)
 
(53
)
 
 
6

 
35

 
(5
)
Tax (expense) benefit
 
(2
)
 
(16
)
 
—

 
 
4

 
19

 
(5
)
 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax
 
187

 
(159
)
 
(24
)
Comprehensive Income
 
$
1,527

 
$
1,484

 
$
1,259

 
 
 
 
 
 
 
  See accompanying Notes to Consolidated Financial Statements.



53


Consolidated Statements of Cash Flows
YUM! Brands, Inc. and Subsidiaries
Fiscal years ended December 31, 2017, 2016 and 2015
(in millions)
 
 
2017
 
2016
(As Restated)
 
2015
(As Restated)
Cash Flows – Operating Activities from Continuing Operations
 
 
 
 
 
 
Net Income
 
$
1,340

 
$
1,643

 
$
1,283

Income from discontinued operations, net of tax
 
—

 
(625
)
 
(357
)
Depreciation and amortization
 
253

 
310

 
319

Closures and impairment (income) expenses
 
3

 
15

 
16

Refranchising (gain) loss
 
(1,083
)
 
(163
)
 
23

Contributions to defined benefit pension plans
 
(55
)
 
(41
)
 
(98
)
Deferred income taxes
 
634

 
28

 
(101
)
Share-based compensation expense
 
65

 
80

 
46

Changes in accounts and notes receivable
 
(19
)
 
(23
)
 
(36
)
Changes in inventories
 
3

 
1

 
(4
)
Changes in prepaid expenses and other current assets
 
(13
)
 
(1
)
 
(14
)
Changes in accounts payable and other current liabilities
 
(173
)
 
(40
)
 
55

Changes in income taxes payable
 
(55
)
 
20

 
53

Other, net
 
130

 
44

 
75

Net Cash Provided by Operating Activities from Continuing Operations
 
1,030

 
1,248

 
1,260

Cash Flows – Investing Activities from Continuing Operations
 

 
 
 
 
Capital spending
 
(318
)
 
(427
)
 
(442
)
Proceeds from refranchising of restaurants
 
1,773

 
370

 
213

Other, net
 
17

 
53

 
30

Net Cash Provided by (Used in) Investing Activities from Continuing Operations
 
1,472

 
(4
)
 
(199
)
Cash Flows – Financing Activities from Continuing Operations
 

 
 
 
 
Proceeds from long-term debt
 
1,088

 
6,900

 
—

Repayments of long-term debt
 
(385
)
 
(323
)
 
(267
)
Revolving credit facilities, three months or less, net
 
—

 
(685
)
 
303

Short-term borrowings, by original maturity
 
 
 

 

More than three months – proceeds
 
—

 
1,400

 
609

More than three months – payments
 
—

 
(2,000
)
 
—

Three months or less, net
 
—

 
—

 
—

Repurchase shares of Common Stock
 
(1,960
)
 
(5,403
)
 
(1,200
)
Dividends paid on Common Stock
 
(416
)
 
(744
)
 
(730
)
Debt issuance costs
 
(32
)
 
(86
)
 
—

Net transfers from discontinued operations
 
—

 
289

 
235

Other, net
 
(90
)
 
(92
)
 
(39
)
Net Cash Used in Financing Activities from Continuing Operations
 
(1,795
)
 
(744
)
 
(1,089
)
Effect of Exchange Rate on Cash and Cash Equivalents
 
61

 
(34
)
 
—

Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Continuing Operations
 
768

 
466

 
(28
)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents – Beginning of Year
 
831

 
365

 
393

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents – End of Year
 
$
1,599

 
$
831

 
$
365

 
 


 
 
 
 
Cash Provided by Operating Activities from Discontinued Operations
 
$
—

 
$
829

 
$
931

Cash Used in Investing Activities from Discontinued Operations
 
—

 
(287
)
 
(493
)
Cash Used in Financing Activities from Discontinued Operations
 
—

 
(292
)
 
(234
)
 
 
 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements.
 
 
 
 
 
 

54


Consolidated Balance Sheets
YUM! Brands, Inc. and Subsidiaries
 
 
 
 
December 31, 2017 and 2016
(in millions)
 
 
 
 
 
 
2017
 
2016
(As Restated)
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
1,522

 
$
725

Accounts and notes receivable, net
 
400

 
370

Inventories
 
13

 
37

Prepaid expenses and other current assets
 
371

 
236

Advertising cooperative assets, restricted
 
201

 
137

Total Current Assets
 
2,507

 
1,505

 
 
 
 
 
Property, plant and equipment, net
 
1,697

 
2,113

Goodwill
 
512

 
536

Intangible assets, net
 
110

 
151

Other assets
 
346

 
376

Deferred income taxes
 
139

 
772

Total Assets
 
$
5,311

 
$
5,453

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
 
 
 
 
Current Liabilities
 
 
 
 
Accounts payable and other current liabilities
 
$
813

 
$
1,067

Income taxes payable
 
123

 
36

Short-term borrowings
 
375

 
66

Advertising cooperative liabilities
 
201

 
137

Total Current Liabilities
 
1,512

 
1,306

 
 
 
 
 
Long-term debt
 
9,429

 
9,059

Other liabilities and deferred credits
 
704

 
703

Total Liabilities
 
11,645

 
11,068

 
 
 
 
 
Shareholders’ Deficit
 
 
 
 
Common Stock, no par value, 750 shares authorized; 332 shares and 355 shares issued in 2017 and 2016, respectively
 
—

 
—

Accumulated deficit
 
(6,063
)
 
(5,157
)
Accumulated other comprehensive loss
 
(271
)
 
(458
)
Total Shareholders’ Deficit
 
(6,334
)
 
(5,615
)
Total Liabilities and Shareholders’ Deficit
 
$
5,311

 
$
5,453

 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements.
 
 
 
 

55


Consolidated Statements of Shareholders’ Equity (Deficit)
 
 
YUM! Brands, Inc. and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal years ended December 31, 2017, 2016 and 2015
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Yum! Brands, Inc.
 
 
 
 
 
 
 
 
Issued Common Stock
 
Retained Earnings (Accumulated Deficit)
 
Accumulated
Other Comprehensive Income(Loss)
 
Noncontrolling Interests
 
Total Shareholders' Equity (Deficit)
 
Redeemable Noncontrolling Interest
 
 
Shares
 
Amount
 
 
 
 
 
Balance at December 31, 2014 (As Restated)
 
434

 
$
—

 
$
1,784

 
$
(228
)
 
$
57

 
$
1,613

 
$
9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (loss)
 
 
 
 
 
1,283

 
 
 
6

 
1,289

 
(1
)
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact of $3 million)
 
 
 
 
 
 
 
(228
)
 
(4
)
 
(232
)
 
(2
)
Reclassification of translation adjustments into income (net of tax impact of $3 million)
 
 
 
 
 
 
 
112

 
 
 
112

 
 
Pension and post-retirement benefit plans (net of tax impact of $57 million)
 
 
 
 
 
 
 
97

 
 
 
97

 
 
Net loss on derivative instruments (net of tax impact of $0 million)
 
 
 
 
 
 
 
(5
)
 
 
 
(5
)
 
 
Comprehensive Income (loss)
 
 
 
 
 
 
 
 
 
 
 
1,261

 
(3
)
Dividends declared
 
 
 

 
(756
)
 
 
 
 
 
(756
)
 
 
Acquisition of Little Sheep store-level noncontrolling interests
 
 
 
1

 
 
 
 
 
(1
)
 
—

 
 
Repurchase of shares of Common Stock
 
(16
)
 
(76
)
 
(1,124
)
 
 
 
 
 
(1,200
)
 
 
Employee share-based award exercises (includes tax impact of $50 million)
 
2

 
7

 
 
 
 
 
 
 
7

 
 
Share-based compensation events
 
 
 
68

 
 
 
 
 
 
 
68

 
 
Balance at December 31, 2015 (As Restated)
 
420

 
$
—

 
$
1,187

 
$
(252
)
 
$
58

 
$
993

 
$
6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (loss)
 
 
 
 
 
1,643

 
 
 
18

 
1,661

 
(7
)
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact of $21 million)
 
 
 
 
 
 
 
(153
)
 
(3
)
 
(156
)
 
1

Reclassification of translation adjustments into income
 
 
 
 
 
 
 
(11
)
 
 
 
(11
)
 

Pension and post-retirement benefit plans (net of tax impact of $4 million)
 
 
 
 
 
 
 
(14
)
 
 
 
(14
)
 
 
Net gain on derivative instruments (net of tax impact of $16 million)
 
 
 
 
 
 
 
19

 
 
 
19

 
 
Comprehensive Income (loss)
 
 
 
 
 
 
 
 
 
 
 
1,499

 
(6
)
Dividends declared
 
 
 
 
 
(661
)
 
 
 
(6
)
 
(667
)
 
 
Separation of China business
 
 
 
 
 
(1,927
)
 
(47
)
 
(67
)
 
(2,041
)
 
 
Repurchase of shares of Common Stock
 
(68
)
 
(49
)
 
(5,399
)
 
 
 
 
 
(5,448
)
 
 
Employee share-based award exercises (includes tax impact of $85 million)
 
3

 
(4
)
 
 
 
 
 
 
 
(4
)
 
 
Share-based compensation events
 
 
 
53

 
 
 
 
 
 
 
53

 
 
Balance at December 31, 2016 (As Restated)
 
355

 
$
—

 
$
(5,157
)
 
$
(458
)
 
$
—

 
$
(5,615
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
 
 
 
 
1,340

 
 
 
 
 
1,340

 
 
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact of $8 million)
 
 
 
 
 
 
 
107

 
 
 
107

 
 
Reclassification of translation adjustments into income
 
 
 
 
 
 
 
55

 
 
 
55

 
 
Pension and post-retirement benefit plans (net of tax impact of $14 million)
 
 
 
 
 
 
 
21

 
 
 
21

 
 
Net gain on derivative instruments (net of tax impact of $2 million)
 
 
 
 
 
 
 
4

 
 
 
4

 
 
Comprehensive Income
 
 
 
 
 
 
 
 
 
 
 
1,527

 
 
Dividends declared
 
 
 
 
 
(311
)
 
 
 
 
 
(311
)
 
 
Repurchase of shares of Common Stock
 
(27
)
 
—

 
(1,915
)
 
 
 
 
 
(1,915
)
 
 
Employee share-based award exercises
 
4

 
(58
)
 
(20
)
 
 
 
 
 
(78
)
 
 
Share-based compensation events
 
—

 
58

 
—

 
 
 
 
 
58

 
 
Balance at December 31, 2017
 
332

 
$
—

 
$
(6,063
)
 
$
(271
)
 
$
—

 
$
(6,334
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements.
 
 

56


Notes to Consolidated Financial Statements
(Tabular amounts in millions, except share data)

Note 1 – Description of Business

YUM! Brands, Inc. and its Subsidiaries (collectively referred to herein as “YUM” or the “Company”) comprise the worldwide operations of KFC, Pizza Hut and Taco Bell (collectively the “Concepts”).  YUM has over 45,000 units of which 60% are located outside the U.S. in more than 135 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 or franchise a system of both traditional and non-traditional quick service restaurants.  The terms "franchise" or "franchisee" within these Consolidated Financial Statements are meant to describe third parties that operate units under either franchise or license agreements. 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, convenient, 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 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.  

As of December 31, 2017, YUM consisted of three operating segments:  

•
The KFC Division which includes our worldwide operations of the KFC concept
•
The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept
•
The Taco Bell Division which includes our worldwide operations of the Taco Bell concept

On October 31, 2016 (the “Distribution Date”), we completed the spin-off of our China business (the "Separation") into an independent, publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). On the Distribution Date, we distributed to each of our shareholders of record as of the close of business on October 19, 2016 (the “Record Date”) one share of Yum China common stock for each share of our Common Stock held as of the Record Date. The distribution was structured to be a tax free distribution to our U.S. shareholders for federal income tax purposes in the U.S. Yum China’s common stock trades on the New York Stock Exchange under the symbol “YUMC.” After the distribution, we do not beneficially own any shares of Yum China common stock.

Concurrent with the Separation, a subsidiary of the Company entered into a Master License Agreement with a subsidiary of Yum China for the exclusive right to use and sublicense the use of intellectual property owned by YUM and its affiliates for the development and operation of KFC, Pizza Hut and Taco Bell restaurants in China. Prior to the Separation, our operations in mainland China were reported in our former China Division segment results. As a result of the Separation, the results of operations and cash flows of the separated business are presented as discontinued operations in our Consolidated Statements of Income and Consolidated Statements of Cash Flows for all periods presented. See additional information related to the impact of the Separation in Note 4.

Note 2 – 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 Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates. 

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.


57


Our most significant variable interests are in entities that operate restaurants under our Concepts’ franchise and license arrangements.  We do not have an equity interest in any of our franchisee businesses.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees.  However, we do have variable interests in certain franchisees through real estate lease arrangements to which we are a party.  At the end of 2017, YUM has future lease payments due from franchisees, on a nominal basis, of approximately $725 million, and we are contingently liable on certain other lease agreements that have been assigned to franchisees. See the Lease Guarantees and Franchise Loan Pool and Equipment Guarantees sections in Note 20. As our franchise and license arrangements provide our franchisee 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 20 for additional information on our 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.

We participate in various advertising cooperatives with our franchisees 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-owned and franchise restaurants and are generally based on a percentage 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.  Advertising cooperative 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.  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 Company as 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 with regard to these contributions.  Thus, we do not reflect franchisee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows.

Fiscal Year.  Our fiscal years have historically ended on the last Saturday in December and, as a result, a 53rd week was added every five or six years.  The first three quarters of each fiscal year consisted of 12 weeks and the fourth quarter consisted of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks.  Our U.S. subsidiaries and certain international subsidiaries operated on similar fiscal calendars. Our remaining international subsidiaries operated on a monthly calendar, and thus never had 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.  Certain international subsidiaries within our KFC, Pizza Hut and Taco Bell divisions have historically closed approximately one month or one period earlier to facilitate consolidated reporting.

Fiscal year 2016 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar. The 53rd week added $76 million to Total revenues and $28 million to Operating Profit in our 2016 Consolidated Statement of Income.

On January 27, 2017, YUM’s Board of Directors approved a change in the Company's fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending December 31 of each year, commencing with the year ending December 31, 2017. In connection with this change, the Company moved from a 52-week periodic fiscal calendar with three 12-week interim quarters and a 16-week fourth quarter to a monthly reporting calendar with each quarter comprised of three months. Our U.S. subsidiaries continue to report on a period calendar as described above.

Concurrent with the change in the Company's fiscal year, we also eliminated the one month or one period reporting lags of our international subsidiaries. As a result of removing these reporting lags, each international subsidiary operates either on a monthly calendar consistent with the Company’s new calendar or on a periodic calendar consistent with our U.S. subsidiaries. We believe this change in our international subsidiary reporting calendars and the resulting elimination of reporting lags is preferable because a more current reporting calendar allows the Consolidated Financial Statements to more consistently and more timely reflect the impact of current events, economic conditions and global trends.

The change to the Company’s fiscal year and removal of the international reporting lags is effective in 2017. We have applied this change in accounting principle retrospectively to all prior financial periods presented and the impact of this change is summarized in Note 5. The impact of the change in accounting principle on the current period Consolidated Financial Statements is similar to the impact on the prior period results discussed in Note 5.

58



Foreign Currency.  The functional currency of our foreign entities is the currency of the primary economic environment in which the entity operates. Functional currency determinations are made based upon a number of economic factors, including but not limited to cash flows and financing transactions. The operations, assets and liabilities of our entities outside the U.S. are initially measured using the functional currency of that entity. Income and expense accounts for our operations of these foreign entities are then translated into U.S. dollars at the average exchange rates prevailing during the period. Assets and liabilities of these foreign entities are then translated into U.S. dollars at exchange rates in effect at the balance sheet date. As of December 31, 2017, net cumulative translation adjustment losses of $174 million are recorded in Accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheet.

The majority of our foreign currency net asset exposure is in countries where we have Company-owned restaurants. As we manage and share resources at the individual brand level within a country, cumulative translation adjustments are recorded and tracked at the foreign-entity level that represents the operations of our individual brands within that country. Translation adjustments recorded in AOCI are subsequently recognized as income or expense generally only upon sale of the related investment in a foreign entity, or upon a sale of assets and liabilities within a foreign entity that represents a complete or substantially complete liquidation of that foreign entity. For purposes of determining whether a sale or complete or substantially complete liquidation of an investment in a foreign entity has occurred, we consider those same foreign entities for which we record and track cumulative translation adjustments.

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 Statements 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, 2017. These reclassifications had no effect on previously reported Net Income, as restated.

Franchise Operations.  We execute store-level franchise agreements for units operated by third parties which set out the terms of our arrangement with the franchisee. Our franchise agreements typically require the franchisee to pay an initial, non-refundable fee upon an individual store opening 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. Additionally, we execute master franchise agreements in certain regions that transfer administrative and development obligations and sub-franchising rights to a franchisee in exchange for reduced franchise fees.  

The internal costs we incur to provide support services to our franchisees are charged to General and administrative expenses (“G&A”) as incurred.  Certain direct costs of our franchise 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 marketing funding, amortization expense for franchise-related intangible assets, value added taxes on royalties and certain other direct incremental franchise support costs.

Revenue Recognition. Revenues from Company-owned 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 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 as revenue when we have performed substantially all initial services required by the franchise agreement, which is generally upon the opening of a store.  We recognize continuing fees, which are based upon a percentage of franchisee sales as those sales occur and rental income is recognized as it is earned.  We recognize renewal fees when a renewal agreement with a franchisee becomes effective.  

While the majority of our franchise agreements are entered into with terms and conditions consistent with those at a prevailing market rate, there are instances when we enter into franchise agreements with terms that are not at market rates (for example, below-market continuing fees) for a specified period of time. We recognize the estimated value of terms in franchise agreements entered into concurrently with a refranchising transaction that are not consistent with market terms as part of the upfront Refranchising (gain) loss and amortize that amount into Franchise and license fees and income over the period such terms are in effect. The value of terms that are not considered to be at market within franchise agreements is estimated based upon the difference between the present value of the cash expected to be received under the franchise agreement and the present value of the cash that would have been expected to be received under a franchise agreement with terms substantially consistent with market.

Direct Marketing Costs.  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are based on a percentage of sales.  We charge direct marketing costs incurred outside of a cooperative 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

59


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.  Our advertising expenses were $245 million, $260 million and $253 million in 2017, 2016 and 2015, respectively.  We report the majority of our direct marketing costs in Occupancy and other operating expenses as they are incurred as a percentage of sales by Company-owned restaurants. Advertising incurred on behalf of franchised restaurants is recorded within Franchise and license expenses, including $25 million related to the Pizza Hut U.S. Transformation Agreement and $20 million related to the KFC U.S. Acceleration Agreement in 2017. See Note 5 for further discussion of these agreements.

Research and Development Expenses.  Research and development expenses, which we expense as incurred, are reported in G&A.  Research and development expenses were $22 million, $24 million and $23 million in 2017, 2016 and 2015, respectively.

Share-Based Employee Compensation.  We recognize ongoing 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, net of an assumed forfeiture rate, for 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. See Note 16 for further discussion of our share-based compensation plans.

Legal Costs. Settlement costs are accrued when they are deemed probable and reasonably 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 reasonably estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred. See Note 20 for further discussion of our legal proceedings.

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 it is more likely than not that we will 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 royalties we would receive under a franchise agreement with terms substantially at market.  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 it is more likely than not 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 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.  Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including any impairment charges discussed above, and associated termination, relocation or retention costs associated with store-level employees of refranchised stores or employees of restaurant-support centers which we have closed due to refranchising. We recognize gains on restaurant refranchisings when the sale transaction closes and control of the restaurant operations have transferred to the franchisee.


60


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.

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 are included in Refranchising (gain) loss.  Any 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, capital 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 or carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Income tax provision 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. We evaluate these amounts on a quarterly basis to ensure that they have been appropriately adjusted for audit settlements and other events we believe may impact the outcome. Changes in judgment that result in subsequent recognition, derecognition or a change in 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. We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision.

We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries (except for the U.S. tax provided for as part of the Tax Act enacted on December 22, 2017, see Note 18) to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans and expected cash requirements in the U.S.

See Note 18 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.


61


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. Cash and overdraft balances that meet the criteria for right of setoff are presented net on our Consolidated Balance Sheet.

Receivables.  The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise and lease agreements.  Trade receivables consisting of royalties from franchisees, including Yum China, are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on our Consolidated Balance Sheet.  Yum China is our largest franchisee and we recorded franchise fee revenues of approximately $260 million from Yum China in 2017. Our provision for uncollectible franchisee 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 record provisions for estimated losses on receivables when we believe it probable that our franchisees 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.  We recorded $5 million, less than $1 million and $6 million in net provisions within Franchise and license expenses in 2017, 2016 and 2015, respectively, related to uncollectible franchise and license trade receivables.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.
 
 
 
2017
 
2016
Accounts and notes receivable
 
$
419

 
$
384

Allowance for doubtful accounts
 
(19
)
 
(14
)
Accounts and notes receivable, net
 
$
400

 
$
370


 
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, 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 record provisions for estimated losses on receivables when we believe it is probable that our franchisees 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, net while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled $38 million and $29 million (net of an allowance of $2 million) at December 31, 2017 and December 31, 2016, respectively.  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 historically 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 PP&E 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 leasehold improvements, 3 to 20 years for machinery and equipment and 3 to 7 years for capitalized software costs.  We suspend depreciation and amortization on assets that are held for sale.

Leases and Leasehold Improvements.  The Company leases land, buildings or both for certain of its restaurants and restaurant support centers worldwide.  The length of our 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

62


the use of the leased property.  Leasehold improvements 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 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 it is probable 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.

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 business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions.

We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairment might exist.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, then the reporting unit’s fair value is compared to 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-owned restaurant 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.  

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.  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.  Appropriate adjustments are made if a franchise agreement includes terms that are determined to not be at prevailing market rates.  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-owned restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants.

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 an 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.


63


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 cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument for a cash flow 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.

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, 2017 and December 31, 2016, all of the counterparties to our interest rate swaps, foreign currency 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.

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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, 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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, as an addition to Accumulated deficit.  Due to the large number of share repurchases of our stock over the past several years, our Common Stock balance is frequently zero at the end of any period.  Accordingly, $1,915 million, $5,399 million and $1,124 million in share repurchases in 2017, 2016 and 2015, respectively, and $20 million related to shares cancelled upon employee share-based award exercises in 2017 were recorded as an addition to Accumulated deficit. See Note 17 for additional information on our share repurchases.

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, which is calculated on a plan-by-plan basis. The projected benefit obligation and related funded status are determined using assumptions as of the end of each year. 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 AOCI.

The net periodic benefit costs associated with the Company's defined benefit pension and post-retirement medical plans are determined using assumptions regarding the projected benefit obligation and, for funded plans, the market-related value of plan assets as of the beginning of each year, or remeasurement period, it applicable. We record the service cost component of net periodic benefit costs in G&A. Non-service cost components are recorded in Other pension (income) expense. We have elected to use a market-related value of plan assets to calculate the expected return on assets, net of administrative and investment fees paid from plan assets, in net periodic benefit costs. We recognize differences in the fair value versus the market-related value of plan assets evenly over five years. For each individual plan we amortize into pension expense the net amounts in AOCI, as adjusted for the difference between the fair value and market-related value of plan assets, to the extent that such amounts exceed 10% of the greater of a plan’s projected benefit obligation or market-related value of assets, over the remaining service period of active participants in the plan or, for plans with no active participants, over the expected average life expectancy of the inactive participants in the plan. We record a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. We record a curtailment gain when the employees who are entitled to the benefits terminate their employment; we record a curtailment loss when it becomes probable a loss will occur.

We recognize settlement gains or losses only when we have determined that the cost of all settlements in a year will exceed the sum of the service and interest costs within an individual plan.

Recent Accounting Pronouncements. The Financial Accounting Standards Board (“FASB”) has issued standards to provide principles within a single framework for revenue recognition of transactions involving contracts with customers across all industri

64


es. These standards are effective for the Company in our first quarter of 2018 and we will adopt the standards using the modified retrospective method. Upon adoption, we will record an increase in Total Shareholders’ Deficit of approximately $230 million on our Consolidated Balance Sheet, which includes the impact to deferred taxes from adopting the standards. We expect the adoption of the standards to negatively impact 2018 Operating Profit by approximately $45 million. Significant changes to the Company’s accounting policies are summarized below.

These standards require that the transaction price received from customers be allocated to each separate and distinct performance obligation. The transaction price attributable to each separate and distinct performance obligation is then recognized as the performance obligations are satisfied. The services we provide related to upfront fees we receive from franchisees such as initial or renewal fees do not contain separate and distinct performance obligations from the franchise right and thus those upfront fees will be recognized as revenue over the term of each respective franchise agreement. We currently recognize upfront franchise fees such as initial and renewal fees when the related services have been provided, which is when a store opens for initial fees and when renewal options become effective for renewal fees. These standards require any unamortized portion of fees received prior to adoption be presented in our Consolidated Balance Sheet as a contract liability. Upon adoption we expect the recognition of unamortized upfront fees to increase Total Liabilities by approximately $390 million.

Similarly, the benefits we receive from incentive payments we may make to our franchisees (e.g. equipment funding provided under the KFC U.S. Acceleration Agreement, see Note 5) are not separate and distinct from the benefits we receive from the franchise right and thus those incentive payments will be amortized as a reduction of revenue over the period of expected cash flows from the franchise agreements to which the payment relates. Currently, we recognize any payments made to franchisees within our Consolidated Statements of Income when we are obligated to make the payment. These standards require any such unamortized portion of payments prior to adoption to be presented in our Consolidated Balance Sheet as an asset. Upon adoption we expect the recognition of unamortized incentive payments to increase Total Assets by approximately $140 million.

These standards will also have an impact on transactions currently not included in our revenues and expenses such as franchisee contributions to and subsequent expenditures from advertising cooperatives that we are required to consolidate and other cost reimbursement arrangements we have with our franchisees. We do not currently include these contributions and expenditures in our Consolidated Statements of Income or Cash Flows. The new standards will impact the principal/agent determinations in these arrangements by superseding industry-specific guidance included in current GAAP. When we are the principal in these transactions we will include the related contributions and expenditures within our Consolidated Statements of Income and Cash Flows. As a result of this change, we expect the increase in both Total revenues and Total costs and expenses, net in 2018 will approximate $1.0 billion, with no significant impact to Net Income. The assets and liabilities held by advertising cooperatives, which have historically been reported as Advertising cooperative assets, restricted and Advertising cooperative liabilities, respectively, will be included within the respective balance sheet caption to which the assets and liabilities relate.

These standards will not impact the recognition of our two largest sources of revenue, sales in company-owned restaurants and sales-based continuing fees from franchisees. Additionally, the new standards will not impact the recognition of refranchising gains and losses as these transactions are divestitures of businesses and thus outside the scope of the standards.

We are evaluating the impact of the standards on our disclosures of the Company’s revenues. Further, we are currently implementing internal controls related to the recognition and presentation of the Company’s revenues under these new standards.

In March 2016, the FASB issued guidance related to stock-based compensation which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including their income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. We adopted this standard beginning with the quarter ended March 31, 2017.

The impact of adoption included the recognition of excess tax benefits within our income tax provision for share-based payments made of $117 million during the year ended December 31, 2017. Additionally, the standard requires these excess tax benefits be reported as operating activities in the Consolidated Statements of Cash Flows as opposed to within financing activities as they have been historically reported. We elected retrospective presentation of excess tax benefits as operating cash flows for prior years. As a result, $83 million and $46 million of excess tax benefits previously presented as a financing activity have been reclassified to operating activities for the years ended December 31, 2016 and 2015, respectively, in our Consolidated Statements of Cash Flows. No other provisions of this standard had a material impact on the Company's Consolidated Financial Statements or disclosures.

In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost (collectively, "Benefit Costs"). The standard does not change the requirement that an employer report the service cost component of these Benefit Costs in the same line item or items as other compensation costs arising from services rendered by

65


employees during the period. However, the standard requires that the non-service components of these Benefit Costs be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. We early adopted the standard beginning with the quarter ended March 31, 2017, on a retrospective basis. As a result, for 2016 and 2015, we have reclassified $32 million and $40 million, respectively, related to non-service components of Benefit Costs from their prior Financial Statement captions (Payroll and employee benefits and G&A) into a new Financial Statement caption titled Other pension (income) expense in our Consolidated Statements of Income. The adoption of this standard does not impact Net Income.

Note 3 – Earnings Per Common Share (“EPS”)

 
 
2017
 
2016
 
2015
Income from continuing operations
 
$
1,340

 
$
1,018

 
$
926

Income from discontinued operations
 
N/A

 
625

 
357

Net Income
 
$
1,340


$
1,643


$
1,283

Weighted-average common shares outstanding (for basic calculation)
 
347

 
394

 
435

Effect of dilutive share-based employee compensation
 
8

 
6

 
8

Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)
 
355

 
400

 
443

Basic EPS from continuing operations
 
$
3.86

 
$
2.58

 
$
2.13

Basic EPS from discontinued operations
 
N/A

 
1.59

 
0.82

Basic EPS
 
$
3.86


$
4.17


$
2.95

Diluted EPS from continuing operations
 
$
3.77

 
$
2.54

 
$
2.09

Diluted EPS from discontinued operations
 
N/A

 
1.56

 
$
0.81

Diluted EPS
 
$
3.77


$
4.10


$
2.90

Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a)
 
2.3

 
5.0

 
4.5


(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.

Note 4 - Discontinued Operations

As discussed in Note 1, on October 31, 2016, the Company completed the Separation of our China business.

In connection with the Separation, the Company and Yum China entered into a Separation and Distribution Agreement as well as various other agreements that provide a framework for the relationships between the parties, including among others a Tax Matters Agreement, an Employee Matters Agreement, a Transition Services Agreement and a Master License Agreement. These agreements provided for the allocation between the Company and Yum China of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Separation and govern certain relationships between the Company and Yum China after the Separation.

For all the periods prior to the Separation, the financial results of Yum China are presented as Income from discontinued operations, net of tax in the Consolidated Statements of Income and Cash flows from discontinued operations in our Consolidated Statements of Cash Flows.

The financial results of Yum China presented in discontinued operations reflect the results of the former China Division, an operating segment of the Company until the Separation, adjusted for the inclusion of certain G&A, non-cash impairment charges, refranchising gains, interest and income taxes that were previously not allocated to but were related to the former China Division's historical results of operations.

Additionally, these financial results reflect a deduction for royalties on sales of KFC and Pizza Hut Company-owned stores in China that prior to the Separation were paid, pursuant to an intercompany franchise agreement, by an entity of Yum China to a Company entity. This royalty expense was not reflected in our China Division results that were presented prior to the Separation,

66


as it was then an intercompany transaction that was eliminated in consolidation, but has been reflected in our Company's discontinued operations as such royalty arrangement continued pursuant to the Master License Agreement. Additionally, our China Division results that were presented prior to the Separation have been adjusted to exclude the portion of the royalties paid by third-party franchisees in China that have historically and continue to be remitted to a Company entity. These adjustments to our previously presented China Division results in determining Income from discontinued operations, net of tax were offset by adjustments to our KFC and Pizza Hut Divisions' results such that there was no impact on total reported Net Income.

The following table presents the financial results of the Company’s discontinued operations:
 
 
2016(a)
 
2015
Company sales
 
$
5,667

 
$
6,789

Franchise and license fees and income
 
109

 
120

Company restaurant expenses
 
(4,766
)
 
(5,913
)
G&A expenses(b)
 
(406
)
 
(405
)
Franchise and license expenses
 
(45
)
 
(48
)
Closures and impairment expenses
 
(57
)
 
(64
)
Refranchising gain
 
12

 
13

Other income(c)
 
49

 
27

Interest income, net
 
8

 
7

Income from discontinued operations before income taxes
 
571

 
526

Income tax benefit (provision)(d)
 
65

 
(164
)
Income from discontinued operations - including noncontrolling interests
 
636

 
362

(Income) loss from discontinued operations - noncontrolling interests
 
(11
)
 
(5
)
Income from discontinued operations, net of tax
 
$
625

 
$
357


(a)
Includes Yum China financial results from January 1, 2016 to October 31, 2016.

(b)
Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.

(c)
Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest.

(d)
During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation.


Cash inflows from Yum China to the Company in 2017 and 2016, subsequent to the Separation, related to the Master License Agreement was $217 million and $16 million, respectively, net of taxes paid and primarily related to royalty revenues.

Note 5 – Items Affecting Comparability of Net Income and Cash Flows

Tax Cuts and Jobs Act of 2017 (“Tax Act”)

We recognized $434 million in our 2017 Income tax provision as a result of the December 22, 2017 enactment of the Tax Act. See Note 18 for a discussion of the charge.

Refranchising (Gain) Loss

The Refranchising (gain) loss by reportable segment is presented below. Given the size and volatility of refranchising initiatives, our chief operating decision maker ("CODM") does not consider the impact of Refranchising (gain) loss when assessing segment performance. As such, we do not allocate such gains and losses to our segments for performance reporting purposes.


67


During the years ended December 31, 2017, 2016 and 2015, we refranchised 1,470, 432 and 270 restaurants, respectively. We received $1,773 million, $370 million and $213 million in pre-tax proceeds in 2017, 2016 and 2015, respectively, related to these transactions.

A summary of Refranchising (gain) loss is as follows:

 
 
Refranchising (gain) loss
 
 
 
 
 
 
 
2017
 
2016
 
2015
 
 
 
 
 
KFC Division(a)
 
$
(581
)
 
$
(44
)
 
$
32

 
 
 
 
 
Pizza Hut Division(a)
 
(16
)
 
(48
)
 
56

 
 
 
 
 
Taco Bell Division
 
(486
)
 
(71
)
 
(65
)
 
 
 
 
 
Worldwide
 
$
(1,083
)
 
$
(163
)
 
$
23

 
 
 
 
 

(a)
In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.

As a result of classifying restaurant and related assets as held-for-sale and ceasing depreciation expense as well as recording any related write-downs to fair value, depreciation expense was reduced versus what would have otherwise been recorded by $10 million during the year ended December 31, 2017. Our CODM does not consider the impact of these depreciation reductions, which were recorded within Occupancy and other operating expenses when assessing segment performance. These depreciation reductions were not allocated to the Division segments resulting in depreciation expense continuing to be recorded within our Divisional results at the rate at which it was prior to the held-for-sale classification.

YUM's Strategic Transformation Initiatives

In October 2016, we announced our strategic transformation plans to drive global expansion of the KFC, Pizza Hut and Taco Bell brands ("YUM's Strategic Transformation Initiatives") following the then anticipated separation of our China business on October 31, 2016. Major features of the Company’s strategic transformation plans involve being more focused on the development of our three brands, increasing our franchise ownership and creating a leaner, more efficient cost structure. We incurred pre-tax costs of $23 million and $67 million related to our Strategic Transformation Initiatives in 2017 and 2016, respectively. In 2017, these costs were primarily recorded in G&A and included contract termination costs and relocation and severance costs for restaurant-support center employees. In 2016, these costs were primarily recorded in G&A and included restaurant-support center employee severance costs, charges associated with a voluntary retirement program offered to certain U.S. restaurant-support center employees, consulting costs incurred to facilitate YUM's Strategic Transformation Initiatives, and losses associated with our sale of Corporate aircraft upon our decision to no longer own aircraft. YUM's Strategic Transformation Initiatives represent the continuation of YUM's transformation of its operating model and capital structure following the Separation and recapitalization of YUM. Due to the scope of the initiatives as well as their significance, our CODM does not consider the associated cost when assessing segment performance. As such, these costs are not being allocated to any of our segment operating results for performance reporting purposes.

Modifications of Share-based Compensation Awards

In connection with the Separation, we modified certain share-based compensation awards held as part of our Executive Income Deferral ("EID") Plan in phantom shares of YUM Common Stock to provide one phantom Yum China share-based award for each outstanding phantom YUM share-based award. These Yum China awards may now be settled in cash, as opposed to stock, which requires recognition of the fair value of these awards within G&A in our Consolidated Income Statement. During 2017 and 2016, we recorded G&A charges related to these awards of $18 million and $30 million, respectively. Given these charges were a direct

68


result of the Separation, our CODM does not consider their impact when assessing segment performance. As such, these costs are not being allocated to any of our segment operating results for performance reporting purposes.

Pizza Hut U.S. Transformation Agreement

In May 2017, we reached an agreement with Pizza Hut U.S. franchisees that will improve brand marketing alignment, accelerate enhancements in operations and technology and includes a permanent commitment to incremental advertising and digital and technology contributions by franchisees. In connection with this agreement, we anticipate investing approximately $90 million to upgrade restaurant equipment to improve operations, fund improvements in restaurant technology and enhance digital and e-commerce capabilities. We currently expect the majority of this investment will be split between 2017 and 2018. During 2017, we recorded pre-tax charges of $31 million, primarily within Franchise and license expenses or G&A, and capitalized $8 million of costs primarily related to digital and e-commerce initiatives. Due to their unique and long-term brand-building nature, our CODM does not consider the impact of these investments when assessing segment performance. As such, these investments are not being allocated to the Pizza Hut Division segment operating results for performance reporting purposes.

In addition to the investments above, we have agreed to fund $37.5 million of incremental system advertising dollars from the second half of 2017 through 2018. During 2017, we incurred $25 million in related incremental system advertising expense. These advertising amounts were recorded primarily in Franchise and license expenses and are included in Pizza Hut's segment operating results.

KFC U.S. Acceleration Agreement

During 2015, we reached an agreement with our KFC U.S. franchisees that gave us brand marketing control as well as an accelerated path to expanded menu offerings, improved assets and enhanced customer experience. In connection with this agreement we anticipate investing a total of approximately $130 million from 2015 through 2018 primarily to fund new back-of house equipment for franchisees and to provide incentives to accelerate franchisee store remodels. We recorded pre-tax charges for the portion of these investments made in 2017, 2016 and 2015 of $17 million, $26 million and $72 million, respectively. These amounts were recorded primarily as Franchise and license expenses. These payments constitute a significant portion of the approximately $140 million asset for incentive payments made to franchisees which we will establish upon adoption of the new revenue recognition standard in 2018 (see Note 2). Due to their size and unique long-term brand building nature, our CODM does not consider the impact of these investments when assessing segment performance. As such, these charges are not being allocated to the KFC Division segment operating results for performance reporting purposes.

In addition to the investments above, we agreed to fund $60 million of incremental system advertising. During 2017, 2016 and 2015, we incurred $20 million, $20 million and $10 million in incremental system advertising expense, respectively, with the remaining funding of approximately $10 million to occur in 2018. The incremental system advertising amounts recorded were primarily in Franchise and license expenses and are included in the KFC Division segment operating results.

Items Impacting Other Pension (Income) Expense

During the fourth quarter of 2016, the Company allowed certain former employees with deferred vested balances in the YUM Retirement Plan ("the Plan") an opportunity to voluntarily elect an early payout of their pension benefits. As a result of settlement payments made of approximately $205 million related to this program, all of which were funded from existing Plan assets, we recorded a settlement charge of $24 million to Other pension (income) expense. Due to the size and non-recurring nature of the program, our CODM does not consider the impact of these charges when assessing performance so they were not allocated to any of our segment operating results for performance reporting purposes.

During the first quarter of 2017, as a result of the completion of a pension data review and reconciliation, we recorded a non-cash, out-of-year charge of $22 million to Other pension (income) expense to adjust our historical U.S. pension liability related to our deferred vested participants. Our CODM does not consider the impact of this charge when assessing segment performance given the number of years over which it accumulated. As such, this cost is not being allocated to any of our segment operating results for performance reporting purposes. See Note 15 for further discussion of our pension plans.


69


Store Closure and Impairment Activity

Store closure (income) costs and Store impairment charges by reportable segment are presented below.
 
 
2017
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
—

 
$
—

 
$
(1
)
 
$
(1
)
Store impairment charges
 
2

 
1

 
1

 
4

Closure and impairment (income) expenses
 
$
2

 
$
1

 
$
—

 
$
3


 
 
2016
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
3

 
$
(5
)
 
$
—

 
$
(2
)
Store impairment charges
 
8

 
6

 
3

 
17

Closure and impairment (income) expenses
 
$
11

 
$
1

 
$
3

 
$
15


 
 
2015
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
1

 
$
(1
)
 
$
(1
)
 
$
(1
)
Store impairment charges
 
8

 
5

 
4

 
17

Closure and impairment (income) expenses
 
$
9

 
$
4

 
$
3

 
$
16


(a)
Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016.


70


Impact of Change in Reporting Calendar

As discussed in Note 2, we have changed our fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending on December 31 of each year commencing with the year ending December 31, 2017. We also removed the monthly or period reporting lags certain of our international subsidiaries historically used to report results. The impacts on our Consolidated Financial Statements of retrospectively applying these changes are included below:

 
 
2016
 
 
As Previously Reported
 
Adjustments
 
After Change in Reporting Calendar
Total revenues
 
$
6,366

 
$
(10
)
 
$
6,356

 
Operating Profit
 
1,625

 
25

(a) 
1,650

(b) 
Income from continuing operations
 
994

 
24

 
1,018

 
Income from discontinued operations, net of tax
 
625

 
—

 
625

 
Net Income
 
$
1,619

 
$
24

 
1,643

 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations
 
$
2.48

 
$
0.06

 
$
2.54

 
Diluted EPS from discontinued operations
 
1.56

 
—

 
1.56

 
Diluted EPS
 
$
4.04

 
$
0.06

 
$
4.10

 

 
 
2015
 
 
As Previously Reported
 
Adjustments
 
After Change in Reporting Calendar
Total revenues
 
$
6,440

 
$
(22
)
 
$
6,418

 
Operating Profit
 
1,402

 
(8
)
 
1,394

(b) 
Income from continuing operations
 
936

 
(10
)
 
926

 
Income from discontinued operations, net of tax
 
357

 
—

 
357

 
Net Income
 
$
1,293

 
$
(10
)
 
$
1,283

 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations
 
$
2.11

 
$
(0.02
)
 
$
2.09

 
Diluted EPS from discontinued operations
 
0.81

 
—

 
0.81

 
Diluted EPS
 
$
2.92

 
$
(0.02
)
 
$
2.90

 

(a)
Primarily represents gains of $24 million related to the refranchising of certain international restaurants which occurred in December 2016.

(b)
Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of $32 million and $40 million, respectively. See Note 2.

In 2016, the impact on our Consolidated Statement of Cash Flows was a decrease in cash provided by operating activities of $39 million, a decrease in cash used in investing activities of $20 million and a decrease in cash used in financing activities of $16 million.

In 2015, the impact on our Consolidated Statement of Cash Flows was an increase in cash used in investing activities of $10 million and a decrease in cash used in financing activities of $16 million. There was no impact to cash provided by operating activities.

Our Shareholders' Equity, as of December 31, 2014, increased $9 million as a result of the change in reporting calendar.

71


Note 6 – Supplemental Cash Flow Data
 
 
 
2017
 
2016
 
2015
Cash Paid For:
 
 
 
 
 
 
Interest
 
$
442

 
$
297

 
$
141

Income taxes
 
346

 
314

 
392

Significant Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Capital lease obligations incurred
 
$
8

 
$
10

 
$
26

Capital lease and other debt obligations transferred through refranchising
 
(35
)
 
(1
)
 
—

Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows:
 
 
 
 
 
 
Cash and cash equivalents as presented in Consolidated Balance Sheets
 
$
1,522

 
$
725

 
$
345

Restricted cash included in Prepaid expenses and other current assets(a)
 
60

 
55

 
—

Restricted cash included in Other assets(b)
 
17

 
51

 
20

Cash, Cash Equivalents and Restricted Cash as presented in Consolidated Statements of Cash Flows
 
$
1,599

 
$
831

 
$
365



(a)
Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.

(b)
Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements.


Note 7 – Franchise and License Fees and Income

 
 
2017
 
2016
 
2015
Initial fees, including renewal fees
 
$
96

 
$
72

 
$
71

Continuing fees and rental income
 
2,210

 
2,095

 
2,011

Franchise and license fees and income
 
$
2,306


$
2,167


$
2,082




Note 8 – Other (Income) Expense

 
 
2017
 
2016
 
2015
Foreign exchange net (gain) loss and other
 
$
5

 
$
(6
)
 
$
20

Loss associated with corporate aircraft(a)
 
2

 
9

 
—

Other (income) expense
 
$
7


$
3


$
20



(a)
During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft.


72


Note 9 – Supplemental Balance Sheet Information

Prepaid Expenses and Other Current Assets
 
2017
 
2016
Income tax receivable
 
$
175

 
$
44

Assets held for sale(a)
 
37

 
57

Other prepaid expenses and current assets
 
159

 
135

Prepaid expenses and other current assets
 
$
371


$
236



(a)
Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017.

Property, Plant and Equipment
 
2017
 
2016
Land
 
$
452

 
$
438

Buildings and improvements
 
1,661

 
2,149

Capital leases, primarily buildings
 
123

 
141

Machinery and equipment
 
941

 
1,380

Property, plant and equipment, gross
 
3,177

 
4,108

Accumulated depreciation and amortization
 
(1,480
)
 
(1,995
)
Property, plant and equipment, net
 
$
1,697


$
2,113



Depreciation and amortization expense related to PP&E was $238 million, $295 million and $302 million in 2017, 2016 and 2015, respectively.

Accounts Payable and Other Current Liabilities
 
2017
 
2016
Accounts payable
 
$
119

 
$
142

Accrued capital expenditures
 
21

 
39

Accrued compensation and benefits
 
252

 
372

Dividends payable
 
—

 
106

Accrued taxes, other than income taxes
 
90

 
66

Other current liabilities
 
331

 
342

Accounts payable and other current liabilities
 
$
813


$
1,067





73


Note 10 – Goodwill and Intangible Assets

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

 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Balance as of December 31, 2015
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
266

 
$
206

 
$
113

 
$
585

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
266

 
189

 
113

 
568

Disposals and other, net(a)
 
2

 
(32
)
 
(2
)
 
(32
)
Balance as of December 31, 2016
 
 
 
 
 
 
 
 
Goodwill, gross
 
268

 
174

 
111

 
553

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
268

 
157

 
111

 
536

Disposals and other, net(a)
 
(21
)
 
5

 
(8
)
 
(24
)
Balance as of December 31, 2017
 
 
 
 
 
 
 
 
Goodwill, gross
 
247

 
179

 
103

 
529

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
$
247

 
$
162

 
$
103

 
$
512



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

Intangible assets, net for the years ended 2017 and 2016 are as follows:
 
 
 
2017
 
2016
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Definite-lived intangible assets
 
 
 
 
 
 
 
 
Reacquired franchise rights
 
$
60

 
$
(42
)
 
$
83

 
$
(49
)
Franchise contract rights
 
100

 
(77
)
 
99

 
(73
)
Lease tenancy rights
 
32

 
(6
)
 
56

 
(9
)
Other
 
37

 
(25
)
 
36

 
(23
)
 
 
$
229

 
$
(150
)
 
$
274

 
$
(154
)
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
KFC trademark
 
$
31

 
 
 
$
31

 
 
 
 
 
 
 
 
 
 
 


Amortization expense for all definite-lived intangible assets was $10 million in 2017, $12 million in 2016 and $13 million in 2015.  Amortization expense for definite-lived intangible assets is expected to approximate $7 million in 2018, $7 million in 2019, $6 million in 2020, $6 million in 2021 and $6 million in 2022.



74


Note 11 – Short-term Borrowings and Long-term Debt

 
 
2017
 
2016
Short-term Borrowings
 
 
 
 
Current maturities of long-term debt
 
$
386

 
$
66

Other
 
—

 
8

 
 
$
386

 
$
74

Less current portion of debt issuance costs and discounts
 
(11
)
 
(8
)
Short-term borrowings
 
$
375

 
$
66

 
 
 
 
 
Long-term Debt
 
 
 
 
Securitization Notes
 
$
2,271

 
$
2,294

Subsidiary Senior Unsecured Notes
 
2,850

 
2,100

Term Loan A Facility
 
500

 
500

Term Loan B Facility
 
1,975

 
1,990

YUM Senior Unsecured Notes
 
2,200

 
2,200

Capital lease obligations (See Note 12)
 
105

 
120

 
 
9,901

 
9,204

Less debt issuance costs and discounts
 
(86
)
 
(79
)
Less current maturities of long-term debt
 
(386
)
 
(66
)
Long-term debt
 
$
9,429


$
9,059



Securitization Notes

On May 11, 2016 Taco Bell Funding, LLC (the “Issuer”), a newly formed, special purpose limited liability company and a direct, wholly-owned subsidiary of Taco Bell Corp. ("TBC") completed a securitization transaction and issued $800 million of its Series 2016-1 3.832% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”), $500 million of its Series 2016-1 4.377% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes”) and $1.0 billion of its Series 2016-1 4.970% Fixed Rate Senior Secured Notes, Class A-2-III (the “Class A-2-III Notes” and, together with the Class A-2-I Notes and the Class A-2-II Notes, the “Class A-2 Notes”).  In connection with the issuance of the Class A-2 Notes, the Issuer also entered into a revolving financing facility of Series 2016-1 Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the borrowing of up to $100 million and the issuance of up to $50 million in letters of credit.  The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “Securitization Notes”.  The Class A-2 Notes were issued under a Base Indenture, dated as of May 11, 2016 (the “Base Indenture”), and the related Series 2016-1 Supplement thereto, dated as of May 11, 2016 (the “Series 2016-1 Supplement”).  The Base Indenture and the Series 2016-1 Supplement (collectively, the “Indenture”) allow the Issuer to issue additional series of notes. On October 16, 2017, the Issuer terminated the Variable Funding Notes.

The Securitization Notes were issued in a transaction pursuant to which certain of TBC’s domestic assets, consisting principally of franchise-related agreements and domestic intellectual property, were contributed to the Issuer and the Issuer’s special purpose, wholly-owned subsidiaries (the “Guarantors”, and collectively with the Issuer, the "Securitization Entities") to secure the Securitization Notes. The Securitization Notes are secured by substantially all of the assets of the Securitization Entities, and include a lien on all existing and future U.S. Taco Bell franchise and license agreements and the royalties payable thereunder, existing and future U.S. Taco Bell intellectual property, certain transaction accounts and a pledge of the equity interests in asset-owning Securitization Entities. The remaining U.S. Taco Bell assets that were excluded from the transfers to the Securitization Entities continue to be held by Taco Bell of America, LLC, a limited liability company ("TBA") and TBC. The Securitization Notes are not guaranteed by the remaining U.S. Taco Bell assets, the Company, or any other subsidiary of the Company.

Payments of interest and principal on the Securitization Notes are made from the royalty fees paid pursuant to the franchise and license agreements with all U.S. Taco Bell restaurants, including both company and franchise operated restaurants. Interest on and principal payments of the Class A-2 Notes are due on a quarterly basis. In general, no amortization of principal of the Class A-2 Notes is required prior to their anticipated repayment dates unless as of any quarterly measurement date the consolidated leverage ratio (the ratio of total debt to Net Cash Flow (as defined in the Indenture)) for the preceding four fiscal quarters of either the Company and its subsidiaries or the Issuer and its subsidiaries exceeds 5.0:1, in which case amortization payments of 1% per year of the outstanding principal as of the closing of the Securitization Notes is required. As of the most recent quarterly measurement date the consolidated leverage ratio exceeded 5.0:1 and, as a result, amortization payments are required. The legal final maturity

75


date of the Notes is in May 2046, but the anticipated repayment dates of the Class A-2-I Notes, the Class A-2-II Notes and the Class A-2-III Notes will be 4, 7 and 10 years, respectively (the “Anticipated Repayment Dates”) from the date of issuance.  If the Issuer has not repaid or refinanced a series of Class A-2 Notes prior to its respective Anticipated Repayment Dates, rapid amortization of principal on all Securitization Notes will occur and additional interest will accrue on the Class A-2 Notes, as stated in the Indenture.

The Company paid debt issuance costs of $31 million in connection with the 2016 issuance of the Securitization Notes. The debt issuance costs are being amortized to Interest expense, net through the Anticipated Repayment Dates of the Securitization Notes utilizing the effective interest rate method. As of December 31, 2017, the effective interest rates, including the amortization of debt issuance costs, were 4.18%, 4.59%, and 5.14% for the Class A-2-I Notes, Class A-2-II Notes and Class A-2-III Notes, respectively. During 2017, $2 million of unamortized debt issuance costs were recognized within Interest expense, net due to the termination of the Variable Funding Notes.

The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be available to make required interest payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments relating to taxes, enforcement costs and other customary items and (iv) covenants relating to recordkeeping, access to information and similar matters. The Securitization Notes are also subject to rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated debt service coverage ratio (as defined in the Indenture) of at least 1.1:1, gross domestic sales for branded restaurants being below certain levels on certain measurement dates, a manager termination event, an event of default and the failure to repay or refinance the Class A-2 Notes on the Anticipated Repayment Date (subject to limited cure rights). The Securitization Notes are also subject to certain customary events of default, including events relating to non-payment of required interest or principal due on the Securitization Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and failure of the Securitization Entities to maintain a stated debt service coverage ratio. As of December 31, 2017, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events.

In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders, and are restricted in their use. The Indenture requires a certain amount of securitization cash flow collections to be allocated on a weekly basis and maintained in a cash reserve account. As of December 31, 2017, the Company had restricted cash of $60 million primarily related to required interest reserves included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the Securitization Entities.

Additional cash reserves are required if any of the rapid amortization events occur, as noted above, or in the event that as of any quarterly measurement date the Securitization Entities fail to maintain a debt service coverage ratio (or the ratio of Net Cash Flow to all debt service payments for the preceding four fiscal quarters) of at least 1.75:1. The amount of weekly securitization cash flow collections that exceed the required weekly allocations is generally remitted to the Company. During the quarter ended December 31, 2017, the Securitization Entities maintained a debt service coverage ratio significantly in excess of the 1.75:1 requirement.

Credit Facilities and Subsidiary Senior Unsecured Notes

On June 16, 2016, KFC Holding Co., Pizza Hut Holdings, LLC, a limited liability company, and TBA, each of which is a wholly-owned subsidiary of the Company, as co-borrowers (the "Borrowers"), entered into a credit agreement providing for senior secured credit facilities consisting of a $500 million Term Loan A facility (the “Term Loan A Facility"), a $2.0 billion Term Loan B facility (the “Term Loan B Facility”) and a $1.0 billion revolving facility (the “Revolving Facility”), each of which may be increased subject to certain conditions. The Term Loan A Facility, the Term Loan B Facility, and the Revolving Facility are collectively referred to as the "Credit Agreement". There are no outstanding borrowings under the Revolving Facility and $4 million of letters of credit outstanding as of December 31, 2017.

The Term Loan A Facility was originally subject to quarterly amortization payments beginning one full fiscal quarter after the first anniversary of the closing date, in an amount equal to 1.25% of the initial principal amount of the facility, in each of the second and third years of the facility; in an amount equal to 1.875% of the initial principal amount of the facility, in the fourth year of the facility; and in an amount equal to 3.75% of the initial principal amount of the facility, in the fifth year of the facility, with the balance payable at maturity on the fifth anniversary of the closing date. (Subsequently, this amortization schedule was delayed by approximately one year and the maturity date was extended to June 7, 2022 as a result of the Term Loan A repricing in 2017. See

76


below.) The Term Loan B Facility is subject to quarterly amortization payments in an amount equal to 0.25% of the initial principal amount of the facility, with the balance payable at maturity on the seventh anniversary of the closing date.

On March 21, 2017, the Borrowers completed the repricing of the then existing $1.99 billion under the Term Loan B Facility pursuant to an amendment to the Credit Agreement. The amendment reduces the interest rate applicable to the Term Loan B Facility by 75 basis points to LIBOR plus2.00% or Base Rate plus1.00%, at the Borrower’s election, with an additional rate stepdown to LIBOR plus 1.75% or Base Rate plus 0.75% in the event the secured net leverage ratio (as defined in the Credit Agreement) is less than 1 to 1. As a result of repricing the Term Loan B Facility, $192 million in principal was assigned to new lenders or existing lenders electing to increase their holdings in the loan. The maturity date and all other material provisions under the Credit Agreement remained unchanged as a result of this amendment.

On June 7, 2017, the Borrowers completed the repricing of the existing $500 million under the Term Loan A Facility and $1 billion under the Revolving Facility pursuant to an amendment to the Credit Agreement. The amendment reduced the interest rate applicable to the Term Loan A Facility and for borrowings under the Revolving Facility by 75 basis points. Subsequent to the repricing the interest rate ranges from 1.25% to 1.75% plus LIBOR or from 0.25% to 0.75% plus the Base Rate, at the Borrower’s election, based upon the total net leverage ratio of the Borrowers and the Specified Guarantors (as defined in the Credit Agreement). As a result of repricing the Term Loan A Facility, $146 million in principal was assigned to new lenders or existing lenders electing to increase their holdings in the loan. There was no change in lender participation in the Revolving Facility. The maturity date for the Term Loan A Facility and the Revolving Facility has been extended to June 7, 2022. Amortization payments on the Term Loan A Facility will begin one full fiscal quarter after the first anniversary of the amendment effective date, which delays the original amortization schedule by approximately one year. All other material provisions under the Credit Agreement remained unchanged.

The Credit Agreement is unconditionally guaranteed by the Company and certain of the Borrowers’ principal domestic subsidiaries and excludes Taco Bell Funding LLC and its special purpose, wholly-owned subsidiaries (see above). The Credit Agreement is also secured by first priority liens on substantially all assets of the Borrowers and each subsidiary guarantor, excluding the stock of certain subsidiaries and certain real property, and subject to other customary exceptions.

The Credit Agreement is subject to certain mandatory prepayments, including an amount equal to 50% of excess cash flow (as defined in the Credit Agreement) on an annual basis and the proceeds of certain asset sales, casualty events and issuances of indebtedness, subject to customary exceptions and reinvestment rights.

The Credit Agreement includes two financial maintenance covenants which require the Borrowers to maintain a total leverage ratio (defined as the ratio of Consolidated Total Debt to Consolidated EBITDA (as these terms are defined in the Credit Agreement)) of 5.0:1 or less and a fixed charge coverage ratio (defined as the ratio of EBITDA minus capital expenditures to fixed charges (inclusive of rental expense and scheduled amortization)) of at least 1.5:1, each as of the last day of each fiscal quarter. The Credit Agreement includes other affirmative and negative covenants and events of default that are customary for facilities of this type. The Credit Agreement contains, among other things, limitations on certain additional indebtedness and liens, and certain other transactions specified in the agreement. We were in compliance with all debt covenants as of December 31, 2017.

On June 16, 2016, the Borrowers issued $1.05 billion aggregate principal amount of 5.00% Senior Unsecured Notes due 2024 and $1.05 billion aggregate principal amount of 5.25% Senior Unsecured Notes due 2026 (together, the “Subsidiary Senior Unsecured Notes”). Interest on each series of Subsidiary Senior Unsecured Notes is payable semi-annually in arrears on June 1 and December 1, beginning on December 1, 2016. Additionally, on June 15, 2017, the Borrowers issued$750 million aggregate principal amount of 4.75% Senior Notes due June 1, 2027 (the “2027 Notes”). Interest on the 2027 Notes is payable semi-annually in arrears on June 1 and December 1, beginning on December 1, 2017. The Subsidiary Senior Unsecured Notes are guaranteed on a senior unsecured basis by (i) the Company, (ii) the Specified Guarantors and (iii) by each of the Borrower's and the Specified Guarantors’ domestic subsidiaries that guarantees the Borrower's obligations under the Credit Agreement, except for any of the Company’s foreign subsidiaries. The indenture governing the Subsidiary Senior Unsecured Notes contains covenants and events of default that are customary for debt securities of this type. We were in compliance with all debt covenants as of December 31, 2017.

During 2016, the Company paid debt issuance costs of $56 million in connection with the issuance of the Credit Agreement and the Subsidiary Senior Unsecured Notes. During 2017, $32 million of fees related to the repricing of the Term Loan A, Term Loan B and Revolving Facilities and the issuance of the 2027 Notes were capitalized as debt issuance costs. The debt issuance costs are being amortized to Interest expense, net through the contractual maturity of the agreements utilizing the effective interest rate method. We classify these deferred costs on our Consolidated Balance Sheet as a reduction in the related debt when borrowings are outstanding or within Other assets if borrowings are not outstanding. Additionally, $8 million of fees and unamortized debt issuance costs were recognized within Interest expense, net due to the repricings in the year ended December 31, 2017. As of December 31, 2017, the effective interest rates, including the amortization of debt issuance costs and the impact of the interest

77


rate swaps on Term Loan B Facility (See Note 13), were 5.16%, 5.39%, 4.90%, 3.24%, and 3.82% for the Subsidiary Senior Unsecured Notes due 2024, the Subsidiary Senior Unsecured Notes due 2026, the Subsidiary Senior Unsecured Notes due 2027, the Term Loan A Facility, and the Term Loan B Facility, respectively.

YUM Senior Unsecured Notes

The majority of our remaining long-term debt primarily comprises YUM Senior Unsecured Notes with varying maturity dates from 2019 through 2043 and stated interest rates ranging from 3.75% to 6.88%.  The YUM Senior Unsecured Notes represent senior, unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness. Our YUM Senior Unsecured Notes contain cross-default provisions whereby 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 YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice.

The following table summarizes all YUM Senior Unsecured Notes issued that remain outstanding at December 31, 2017:
 
 
 
 
 
 
Interest Rate
Issuance Date(a)
 
Maturity Date
 
Principal Amount (in millions)
 
Stated
 
Effective(b)
October 2007
 
March 2018
 
$
325

 
6.25
%
 
6.36
%
October 2007
 
November 2037
 
325

 
6.88
%
 
7.45
%
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
%
October 2013
 
November 2023
 
325

 
3.88
%
 
4.01
%
October 2013
 
November 2043
 
275

 
5.35
%
 
5.42
%

(a)
Interest payments commenced approximately 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 debt issuance.

The annual maturities of short-term borrowings and long-term debt as of December 31, 2017, excluding capital lease obligations of $105 million are as follows:
 
Year ended:
 
2018
$
380

2019
318

2020
1,190

2021
441

2022
410

Thereafter
7,057

Total
$
9,796



Interest expense on short-term borrowings and long-term debt was $473 million, $331 million and $153 million in 2017, 2016 and 2015, respectively.



78


Note 12 – Leases

At December 31, 2017, we operated 1,481 restaurants, leasing the underlying land and/or building in approximately 900 of those restaurants with the vast majority of our commitments expiring within 20 years from the inception of the lease.  In addition, the Company leases or subleases approximately 900 units to franchisees, principally in the U.S., United Kingdom, Germany, Australia and France.

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
2018
 
$
13

 
$
124

 
$
5

 
$
64

2019
 
13

 
111

 
4

 
58

2020
 
12

 
87

 
4

 
51

2021
 
11

 
75

 
3

 
47

2022
 
11

 
67

 
3

 
44

Thereafter
 
76

 
435

 
24

 
415

 
 
$
136

 
$
899

 
$
43

 
$
679



At December 31, 2017 and December 31, 2016, the present value of minimum payments under capital leases was $105 million and $120 million, respectively.  At December 31, 2017, unearned income associated with direct financing lease receivables was $12 million.

The details of rental expense and income are set forth below:
 
 
2017
 
2016
 
2015
Rental expense
 
 
 
 
 
 
Minimum
 
$
193

 
$
208

 
$
225

Contingent
 
21

 
26

 
29

 
 
$
214

 
$
234

 
$
254

Rental income
 
$
86

 
$
73

 
$
73



Note 13 - Derivative Instruments

We use derivative instruments to manage certain of our market risks related to fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Swaps

We have entered into interest rate swaps with the objective of reducing our exposure to interest rate risk for our variable-rate debt interest payments related to $1.55 billion of our Term Loan B Facility, resulting in a fixed rate of 3.92% on the swapped portion of the Term Loan B Facility. These interest rate swaps will expire in July 2021 and the notional amount, maturity date and variable rate of these swaps match those of the related debt. These interest rate swaps are designated cash flow hedges as the changes in the future cash flows of the swaps are expected to offset changes in interest payments on the related variable-rate debt. There were no other interest rate swaps outstanding as of December 31, 2017.

The effective portion of gains or losses on the interest rate swaps is reported as a component of AOCI and reclassified into Interest expense, net in our Consolidated Statement of Income in the same period or periods during which the related hedged interest payments affect earnings. Gains or losses on the swaps representing hedge ineffectiveness are recognized in current earnings. As of December 31, 2017, the swaps were highly effective cash flow hedges and no ineffectiveness has been recorded.


79


Foreign Currency Contracts

We have entered into foreign currency forward and swap contracts with the objective of reducing our exposure to earnings volatility arising from foreign currency fluctuations associated with certain foreign currency denominated intercompany receivables and payables. The notional amount, maturity date, and currency of these contracts match those of the underlying intercompany receivables or payables. Our foreign currency contracts are designated cash flow hedges as the future cash flows of the contracts are expected to offset changes in intercompany receivables and payables due to foreign currency exchange rate fluctuations.

The effective portion of gains or losses on the foreign currency contracts is reported as a component of AOCI. Amounts are reclassified from AOCI each quarter to offset foreign currency transaction gains or losses recorded within Other (income) expense when the related intercompany receivables and payables affect earnings due to their functional currency remeasurements. Gains or losses on the foreign currency contracts representing hedge ineffectiveness are recognized in current earnings. As of December 31, 2017, all foreign currency contracts outstanding have been highly effective cash flow hedges and no ineffectiveness has been recorded.

As of December 31, 2017 and December 31, 2016, foreign currency forward and swap contracts outstanding had total notional amounts of $456 million and $437 million, respectively. As of December 31, 2017, we have foreign currency forward and swap contracts with durations expiring as early as February 2018 and as late as 2020.

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, 2017, all of the counterparties to our interest rate swaps and foreign currency contracts had investment grade ratings according to the three major ratings agencies. To date, all counterparties have performed in accordance with their contractual obligations.

Gains and losses on derivative instruments designated as cash flow hedges recognized in AOCI and reclassifications from AOCI into Net Income:

 
Gains/(Losses) Recognized in AOCI
 
(Gains)/Losses Reclassified from AOCI into Net Income
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Interest rate swaps
$
4

 
$
47

 
$
2

 
$
(4
)
Foreign currency contracts
(56
)
 
10

 
56

 
(18
)
Income tax benefit/(expense)
1

 
(20
)
 
(3
)
 
4



As of December 31, 2017, the estimated net gain included in AOCI related to our cash flow hedges that will be reclassified into earnings in the next 12 months is $14 million, based on current LIBOR interest rates.

See Note 14 for the fair value of our derivative assets and liabilities.


80


Note 14 – Fair Value Disclosures

As of December 31, 2017 the carrying values of cash and cash equivalents, restricted cash, short-term investments, 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 following table presents the carrying value and estimated fair value of the Company’s debt obligations:

 
12/31/2017
 
12/31/2016
 
Carrying Value
 
Fair Value (Level 2)
 
Carrying Value
 
Fair Value (Level 2)
Debt obligations
 
 
 
 
 
 
 
Securitization Notes(a)
$
2,271

 
$
2,367

 
$
2,294

 
$
2,315

Subsidiary Senior Unsecured Notes(b)
2,850

 
2,983

 
2,100

 
2,175

Term Loan A Facility(b)
500

 
503

 
500

 
501

Term Loan B Facility(b)
1,975

 
1,990

 
1,990

 
2,016

YUM Senior Unsecured Notes(b)
2,200

 
2,277

 
2,200

 
2,216

 
(a)
We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets.

(b)
We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates.

Recurring Fair Value Measurements

The Company has interest rate swaps, foreign currency forwards and swaps accounted for as cash flow hedges and other investments, all of which are required to be measured at fair value on a recurring basis (See Note 13 for discussion regarding derivative instruments). 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, 2017 or December 31, 2016.
 
 
 
 
Fair Value
 
 
 
Level
 
2017
 
2016
 
Consolidated Balance Sheet
Interest Rate Swaps - Liability
 
2

 
$
—

 
$
3

 
Accounts payable and other current liabilities
Interest Rate Swaps - Asset
 
2

 
9

 
—

 
Prepaid expenses and other current assets
Interest Rate Swaps - Asset
 
2

 
40

 
47

 
Other assets
Foreign Currency Contracts - Liability
 
2

 
46

 
—

 
Other Liabilities and deferred credits
Foreign Currency Contracts - Asset
 
2

 
5

 
6

 
Prepaid expenses and other current assets
Foreign Currency Contracts - Asset
 
2

 
—

 
10

 
Other assets
Other Investments
 
1

 
29

 
24

 
Other assets

The fair value of the Company’s foreign currency forwards and swaps 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 in Other assets in our Consolidated Balance Sheet and their fair value is determined based on the closing market prices of the respective mutual funds as of December 31, 2017 and December 31, 2016.

Non-Recurring Fair Value Measurements

The following table presents expense recognized from all non-recurring fair value measurements during the years ended December 31, 2017 and December 31, 2016. These amounts exclude fair value measurements made for assets that were subsequently dispo

81


sed of prior to those respective year end dates. The remaining net book value of restaurant assets measured at fair value during the years ended December 31, 2017 and December 31, 2016 is insignificant.

 
 
2017
 
2016
 
Aircraft impairment(a)
 
$
—

 
$
3

 
Restaurant-level impairment(b)
 
2

 
9

 
Total
 
$
2

 
$
12

 

(a)
During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2).

(b)
Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3).


Note 15 – Pension, Retiree Medical and Retiree Savings Plans

U.S. Pension Plans

We sponsor qualified and supplemental (non-qualified) noncontributory defined benefit plans covering certain full-time salaried and hourly U.S. employees. The qualified plan meets the requirements of certain sections of the Internal Revenue Code and provides benefits to a broad group of employees with restrictions on discriminating in favor of highly compensated employees with regard to coverage, benefits and contributions. The supplemental plans provide additional benefits to certain employees. We fund our supplemental plans as benefits are paid.

The most significant of our U.S. plans is the YUM Retirement Plan (the “Plan”), which is a qualified plan. Our funding policy with respect to the Plan is to contribute amounts necessary to satisfy minimum pension funding requirements, including requirements of the Pension Protection Act of 2006, plus additional amounts from time-to-time as are determined to be necessary to improve the Plan’s funded status. We do not expect to make any significant contributions to the Plan in 2018. Our two significant U.S. plans were previously amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in those plans.

During the fourth quarter of 2016, the Company allowed certain former employees with deferred vested balances in the Plan an opportunity to voluntarily elect an early payout of their benefits. See Note 5 for details.

We do not anticipate any plan assets being returned to the Company during 2018 for any U.S. plans.

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 two significant U.S. pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year end.


82


 
 
2017
 
2016
Change in benefit obligation:
 
 
 
 
Benefit obligation at beginning of year
 
$
993

 
$
1,134

Service cost
 
10

 
17

Interest cost
 
41

 
54

Plan amendments
 
2

 
4

Curtailments
 
(2
)
 
(4
)
Special termination benefits
 
2

 
3

Benefits paid
 
(76
)
 
(26
)
Settlement payments(a)
 
(73
)
 
(260
)
Actuarial (gain) loss
 
115

 
77

Administrative expense
 
(5
)
 
(6
)
Benefit obligation at end of year
 
$
1,007

 
$
993

 
 
 
 
 
Change in plan assets:
 
 
 
 
Fair value of plan assets at beginning of year
 
$
837

 
$
1,004

Actual return on plan assets
 
129

 
87

Employer contributions
 
52

 
38

Settlement payments(a)
 
(73
)
 
(260
)
Benefits paid
 
(76
)
 
(26
)
Administrative expenses
 
(5
)
 
(6
)
Fair value of plan assets at end of year
 
$
864

 
$
837

 Funded status at end of year
 
$
(143
)
 
$
(156
)


(a)
For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.

Amounts recognized in the Consolidated Balance Sheet:
 
 
2017
 
2016
Accrued benefit liability - current
 
$
(8
)
 
$
(16
)
Accrued benefit liability - non-current
 
(135
)
 
(140
)
 
 
$
(143
)
 
$
(156
)


The accumulated benefit obligation was $976 million and $960 million at December 31, 2017 and December 31, 2016, respectively.

Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
2017
 
2016
Projected benefit obligation
 
$
1,007

 
$
993

Accumulated benefit obligation
 
976

 
960

Fair value of plan assets
 
864

 
837



Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
2017
 
2016
Projected benefit obligation
 
$
1,007

 
$
993

Accumulated benefit obligation
 
976

 
960

Fair value of plan assets
 
864

 
837



83



Components of net periodic benefit cost:
 
 
2017
 
2016
 
2015
Service cost
 
$
10

 
$
17

 
$
18

Interest cost
 
41

 
54

 
55

Amortization of prior service cost(a)
 
6


6


1

Expected return on plan assets
 
(45
)
 
(65
)
 
(62
)
Amortization of net loss
 
5

 
6

 
45

Net periodic benefit cost
 
$
17

 
$
18

 
$
57


Additional (gain) loss recognized due to:

Settlement charges(b)
 
$
19

 
$
32

 
$
5

Special termination benefits
 
$
2

 
$
3

 
$
1

Pension data adjustment(c)
 
$
22

 
$
—

 
$
—


(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 losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.

(c)
Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.

Pension gains (losses) in AOCI:
 
 
2017
 
2016
Beginning of year
 
$
(180
)
 
$
(170
)
Net actuarial gain (loss)
 
(10
)
 
(54
)
Curtailments
 
2

 
4

Amortization of net loss
 
5

 
6

Amortization of prior service cost
 
6

 
6

Prior service cost
 
(2
)
 
(4
)
Settlement charges
 
19

 
32

End of year
 
$
(160
)
 
$
(180
)


Accumulated pre-tax losses recognized within AOCI:
 
 
2017
 
2016
Actuarial net loss
 
$
(134
)
 
$
(150
)
Prior service cost
 
(26
)
 
(30
)
 
 
$
(160
)
 
$
(180
)


The estimated net loss that will be amortized from AOCI into net periodic pension cost in 2018 is $16 million.  The estimated prior service cost that will be amortized from AOCI into net periodic pension cost in 2018 is $6 million.

Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
2017
 
2016
Discount rate
 
3.90
%
 
4.60
%
Rate of compensation increase
 
3.75
%
 
3.75
%


84


Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
2017(a)
 
2016
 
2015
Discount rate
 
4.53
%
 
4.90
%
 
4.30
%
Long-term rate of return on plan assets
 
6.06
%
 
6.75
%
 
6.75
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.75
%


(a)    Reflects a weighted average due to interim remeasurements in 2017.

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 and future growth expectations.

Plan Assets

The fair values of our pension plan assets at December 31, 2017 and December 31, 2016 by asset category and level within the fair value hierarchy are as follows:

 
 
2017
 
2016
Level 1:
 
 
 
 
Cash
 
$
3

 
$
2

Cash Equivalents(a)
 
12

 
12

Fixed Income Securities - U.S. Corporate(b)
 
177

 
172

Equity Securities – U.S. Large cap(b)
 
257

 
244

Equity Securities – U.S. Mid cap(b)
 
43

 
41

Equity Securities – U.S. Small cap(b)
 
43

 
43

Equity Securities – Non-U.S.(b)
 
87

 
83

Level 2:
 
 
 
 
Fixed Income Securities – U.S. Corporate(c)
 
86

 
76

Fixed Income Securities – U.S. Government and Government Agencies(d)
 
177

 
152

Fixed Income Securities – Other(d)
 
35

 
31

Total fair value of plan assets(e)
 
$
920

 
$
856



(a)
Short-term investments in money market funds.

(b)
Securities held in common trusts.

(c)
Investments held directly by the Plan.

(d)
Includes securities held in common trusts and investments held directly by the Plan.

(e)
2017 and 2016 exclude net unsettled trade payables of $56 million and $19 million, respectively.

Our primary objectives regarding the investment strategy for the Plan’s assets 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.  The Plan's equity securities, currently targeted to be 50% of our investment mix, consist primarily of low-cost index funds focused on achieving long-term capital appreciation.  The Plan diversifies its equity risk by investing in several different U.S. and foreign market index funds.  Investing in these index funds provides the Plan with the adequate liquidity required to fund benefit payments and plan expenses.  The fixed income asset allocation, currently targeted to be 50% 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. The fair values of all pension plan assets are determined based on closing market prices or net asset values.


85


A mutual fund held as an investment by the Plan includes shares of Common Stock valued at $0.3 million at both December 31, 2017 and December 31, 2016 (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:
 
 
2018
 
$
65

2019
 
37

2020
 
39

2021
 
42

2022
 
44

2023 - 2027
 
257


Expected benefit payments 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.

International Pension Plans

We also sponsor various defined benefit plans covering certain of our non-U.S. employees, the most significant of which are in the UK. Both of our UK plans have previously been frozen such that they are closed to new participants and existing participants can no longer earn future service credits.

At the end of 2017 and 2016, the projected benefit obligations of these UK plans totaled $287 million and $261 million, respectively and plan assets totaled $358 million and $305 million, respectively. These plans were both in a net overfunded position at the end of 2017 and 2016 and related expense amounts recorded in each of 2017, 2016 and 2015 were not significant.

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 plan to make significant contributions to either of our UK plans in 2018.

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.  This plan was previously 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 both 2017 and 2016, the accumulated post-retirement benefit obligation was $55 million.  Actuarial gains of $8 million and $10 million were recognized in AOCI at the end of 2017 and 2016, respectively. The net periodic benefit cost recorded was $2 million in 2017 and $3 million in both 2016 and 2015, the majority of which is interest cost on the accumulated post-retirement benefit obligation.  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 2017 and 2016 are 6.3% and 6.6%, respectively, with expected ultimate trend rates of 4.5% reached in 2038.

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 was reached in 2014; with the cap, our annual cost per retiree will not increase.  A one-percentage-point increase or decrease in assumed health care cost trend rates would have no impact on total service and interest cost or on the post-retirement benefit obligation.  The benefits expected to be paid in each of the next five years are approximately $5 million and in aggregate for the five years thereafter are $17 million.


86


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 $13 million in 2017, $14 million in 2016 and $13 million in 2015.

Note 16 – Share-based and Deferred Compensation Plans

Overview

At year end 2017, we had one stock award plan in effect: the YUM! Brands, Inc. Long-Term Incentive Plan (the “LTIP”). Under the LTIP, the exercise price of stock options and 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 LTIP include stock options, incentive stock options, SARs, restricted stock, restricted stock units (“RSUs”), performance restricted stock units, performance share units (“PSUs”) and performance units.  We have issued only stock options, SARs, RSUs and PSUs under the LTIP.  While awards under the LTIP can have varying vesting provisions and exercise periods, outstanding awards under the LTIP vest in periods ranging from immediate to five years. Stock options and SARs expire ten years after grant.

At year end 2017, approximately 28 million shares were available for future share-based compensation grants under the LTIP.

Our 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 LTIP,  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 certain 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 from the date of deferral.  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 2018.

In connection with the Separation of our China business in the prior year, under the provisions of our LTIP, employee stock options, SARs, RSUs and PSUs were adjusted to maintain the pre-spin intrinsic value of the awards. Depending on the tax laws of the country of employment, awards were modified using either the shareholder method or the employer method. Share issuances for Yum China awards held by YUM employees will be satisfied by Yum China. Share issuances for YUM awards held by Yum China employees are being satisfied by YUM. Share-based compensation as recorded in Income from continuing operations is based on the amortization of the fair value for both YUM and Yum China awards held by YUM employees.

The shareholder method was based on the premise that employees holding YUM awards prior to the Separation should receive an equal number of awards of both YUM and Yum China. For stock options and SARs, exercise prices of these post-Separation YUM and Yum China awards were established that, on a combined basis, maintained the intrinsic value on the YUM award prior to the Separation. The exercise prices provided for an initial intrinsic value in each of the post-Separation YUM and YUM China awards that was proportionate to the market value of the two companies on November 1, 2016. For RSUs and PSUs modified under the shareholder method, each YUM award was modified into one YUM award and one Yum China award.

Under the employer method, employees holding YUM awards prior to the Separation had their awards converted into awards of the company that they worked for subsequent to the Separation. For stock options and SARs modified under the employer method,

87


the exercise prices of the awards were modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company. For RSUs and PSUs modified under the employer method, the number of awards was modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company.

The modifications to the outstanding equity awards resulted in an insignificant amount of additional compensation expense in the year ended December 31, 2016.

Investments in phantom shares of our Common Stock held within our EID Plan by employees that remained with YUM post-Separation that were converted into phantom investments in Yum China at Separation under the shareholder method are allowed to be transferred into cash, phantom shares of a Stock Index Fund and phantom shares of a Bond Index Fund within the EID Plan. As such, distributions of current investments in phantom shares of Yum China may now be settled in cash, as opposed to stock, at a date as elected by the employee and, therefore, are classified as a liability and remeasured to fair value at each reporting period in our Consolidated Balance Sheet. During 2017 and 2016, we recorded $18 million and $30 million, respectively, within G&A related to these awards (See Note 5).

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:

 
 
2017
 
2016
 
2015
Risk-free interest rate
 
1.9
%
 
1.4
%
 
1.3
%
Expected term (years)
 
6.4 years

 
6.4 years

 
6.4 years

Expected volatility
 
22.9
%
 
27.0
%
 
26.9
%
Expected dividend yield
 
1.8
%
 
2.6
%
 
2.2
%


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, which cliff-vest after 4 years and expire 10 years after grant, and grants made to executives, which typically have a graded vesting schedule of 25% per year over 4 years and expire 10 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 5 years and 6.5 years, respectively.

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

The fair values of RSU awards are based on the closing price of our Common Stock on the date of grant. The fair values of PSU awards with market-based conditions have been valued based on the outcome of a Monte Carlo simulation.


88


Award Activity

Stock Options and SARs

 
 
Shares
(in thousands)
 
Weighted-Average Exercise
Price
 
Weighted- Average Remaining Contractual Term (years)
 
Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of the year
 
21,242

 
 
 
$
40.78

 
 
 
 
Granted
 
2,879

 
 
 
67.93

 
 
 
 
Exercised
 
(4,269
)
 
 
 
36.45

 
 
 
 
Forfeited or expired
 
(1,567
)
 
 
 
54.98

 
 
 
 
Outstanding at the end of the year
 
18,285

(a) 
 
 
44.85

 
5.42

 
$
672

Exercisable at the end of the year
 
11,971

 
 
 
$
38.07

 
4.00

 
$
521



(a)
Outstanding awards include 943 options and 17,342 SARs with weighted average exercise prices of $36.63 and $45.30, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.

The weighted-average grant-date fair value of stock options and SARs granted during 2017, 2016 and 2015 was $14.08, $14.40 and $15.95, respectively.  The total intrinsic value of stock options and SARs exercised during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, was $154 million, $263 million and $153 million, respectively.

As of December 31, 2017, $55 million of unrecognized compensation cost related to unvested stock options and SARs, which will be reduced by any forfeitures that occur, is expected to be recognized over a remaining weighted-average period of approximately 1.8 years.  This reflects unrecognized cost for both YUM and Yum China awards held by YUM employees. The total fair value at grant date of awards for both YUM and Yum China awards held by YUM employees that vested during 2017, 2016 and 2015 was $33 million, $41 million and $42 million, respectively.

RSUs and PSUs

As of December 31, 2017, there was $20 million of unrecognized compensation cost related to 1.0 million unvested RSUs and PSUs. The total fair value at grant date of awards that vested during 2017, 2016 and 2015 was $10 million, $7 million and $11 million, respectively.

Impact on Net Income

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

 
 
2017
 
2016
 
2015
Options and SARs
 
$
30

 
$
38

 
$
41

Restricted Stock Units
 
26

 
38

 
3

Performance Share Units
 
9

 
4

 
2

Total Share-based Compensation Expense
 
$
65

(a) 
$
80

(b) 
$
46

Deferred Tax Benefit recognized
 
$
22

(c) 
$
26

 
$
15

 
 
 
 
 
 
 
EID compensation expense not share-based
 
$
12

 
$
5

 
$
1


(a)    Includes $18 million due to appreciation in the market price of Yum China's stock. See Note 5.

(b)    Includes $30 million due to modifications of awards in connection with the Separation that was not allocated to any of
our operating segments for performance purposes. See Note 5.

(c)    Deferred tax benefit recognized does not reflect the impact of the Tax Act. See Note 18.


89


Cash received from stock option exercises for 2017, 2016 and 2015, was $12 million, $5 million and $12 million, respectively.  Tax benefits realized on our tax returns from tax deductions associated with share-based compensation for 2017, 2016 and 2015 totaled $153 million, $109 million and $62 million, respectively.


Note 17 – Shareholders’ Deficit

Under the authority of our Board of Directors, we repurchased shares of our Common Stock during 2017, 2016 and 2015.  All amounts exclude applicable transaction fees.  
 
 
 
Shares Repurchased
(thousands)
 
 
Dollar Value of Shares
Repurchased
 
Authorization Date
 
2017

 
 
2016

 
 
2015

 
 
2017

 
 
2016

 
 
2015

 
November 2017
 
—

 
 
—

 
 
—

 
 
$
—

 
 
$
—

 
 
$
—

 
November 2016
 
26,561

 
 
1,337

 
 
—

 
 
1,915

 
 
85

 
 
—

 
May 2016
 
—

 
 
50,435

 
 
—

 
 
—

 
 
4,200

 
 
—

 
March 2016
 
—

 
 
2,823

 
 
—

 
 
—

 
 
229

 
 
—

 
December 2015
 
—

 
 
13,368

 
 
932

 
 
—

 
 
933

 
 
67

 
November 2014
 
—

 
 
—

 
 
13,231

 
 
—

 
 
—

 
 
1,000

 
November 2013
 
—

 
 
—

 
 
1,779

 
 
—

 
 
—

 
 
133

 
Total
 
26,561

(a) 
 
67,963

(a) 
 
15,942

 
 
$
1,915

(a) 
 
$
5,447

(a) 
 
$
1,200

 

(a)
2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.

On November 16, 2017, our Board of Directors authorized share repurchases through December 2018 of up to $1.5 billion (excluding applicable transaction fees) of our outstanding Common Stock. As of December 31, 2017, we have remaining capacity to repurchase up to $1.5 billion of Common Stock under this authorization.


90


Changes in AOCI are presented below.
 
 
Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature(a)
 
Pension and Post-Retirement Benefits(b)
 
Derivative Instruments(c)
 
Total
Balance at December 31, 2015, net of tax
 
$
(125
)
 
$
(113
)
 
$
(14
)
 
$
(252
)
 
 
 
 
 
 
 
 
 
Gains (losses) arising during the year classified into AOCI, net of tax
 
(153
)
 
(41
)
 
37

 
(157
)
 
 
 
 
 
 
 
 
 
(Gains) losses reclassified from AOCI, net of tax

 
(11
)
 
27

 
(18
)
 
(2
)
 
 
 
 
 
 
 
 
 
OCI, net of tax
 
(164
)
 
(14
)
 
19

 
(159
)
 
 
 
 
 
 
 
 
 
Separation of China business
 
(47
)
 
—

 
—

 
(47
)
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016, net of tax
 
$
(336
)
 
$
(127
)
 
$
5

 
$
(458
)
 
 
 
 
 
 
 
 
 
Gains (losses) arising during the year classified into AOCI, net of tax
 
107

 
(13
)
 
(51
)
 
43

 
 
 
 
 
 
 
 
 
(Gains) losses reclassified from AOCI, net of tax

 
55

 
34

 
55

 
144

 
 
 
 
 
 
 
 
 
OCI, net of tax
 
162

 
21

 
4

 
187

 
 
 
 
 
 
 
 
 
Balance at December 31, 2017, net of tax
 
$
(174
)
 
$
(106
)
 
$
9

 
(271
)
 
 
 
 
 
 
 
 
 

(a)
Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016.

(b)
Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of $5 million, historical pension data adjustment of $22 million, settlement charges of $20 million, amortization of prior service cost of $5 million and related income tax benefit of $18 million. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of $6 million, settlement charges of $33 million, amortization of prior service cost of $5 million and related income tax benefit of $17 million. See Note 15.

(c)
See Note 13 for details on amounts reclassified from AOCI.


91


Note 18 – Income Taxes

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

 
 
2017
 
2016
 
2015
U.S.
 
$
662

 
$
366

 
$
480

Foreign
 
1,612

 
979

 
773

 
 
$
2,274

 
$
1,345

 
$
1,253



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

 
 
 
 
2017
 
2016
 
2015
Current:
 
Federal
 
$
(2
)
 
$
126

 
$
267

 
 
Foreign
 
290

 
160

 
133

 
 
State
 
12

 
13

 
28

 
 
 
 
$
300

 
$
299

 
428

 
 
 
 
 
 
 
 
 
Deferred:
 
Federal
 
$
603

 
$
19

 
(116
)
 
 
Foreign
 
19

 
3

 
15

 
 
State
 
12

 
6

 
—

 
 
 
 
$
634

 
$
28

 
$
(101
)
 
 
 
 
$
934


$
327


$
327



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

 
 
2017
 
2016
 
2015
U.S. federal statutory rate
 
$
797

 
35.0
 %
 
$
473

 
35.0
 %
 
$
438

 
35.0
 %
State income tax, net of federal tax benefit
 
11

 
0.5

 
15

 
1.1

 
12

 
0.9

Statutory rate differential attributable to foreign operations
 
(212
)
 
(9.3
)
 
(143
)
 
(10.5
)
 
(175
)
 
(13.7
)
Adjustments to reserves and prior years
 
12

 
0.5

 
(11
)
 
(0.8
)
 
13

 
1.0

Share-based payments
 
(117
)
 
(5.1
)
 
—

 
—

 
—

 
—

Change in valuation allowances
 
34

 
1.5

 
(3
)
 
(0.2
)
 
41

 
3.0

Other, net
 
(25
)
 
(1.1
)
 
(4
)
 
(0.3
)
 
(2
)
 
(0.1
)
Tax Act Enactment
 
434

 
19.1

 
—

 
—

 
—

 
—

Effective income tax rate
 
$
934

 
41.1
 %
 
$
327

 
24.3
 %
 
$
327

 
26.1
 %


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 2015, this benefit was positively impacted by the repatriation of current year foreign earnings as we recognized excess foreign tax credits, resulting from the related effective foreign tax rate being higher than the U.S. federal statutory rate.

Adjustments to reserves and prior years.  This item includes: (1) 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; and (2) 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. The impact of certain effects or changes may offset items reflected in the 'Statutory rate differential attributable to foreign operations' line.

In 2016, this item was favorably impacted by the resolution of uncertain tax positions in the U.S.

92



Share-based payments. 2017 includes a $117 million tax benefit related to the excess tax benefits from share-based payments. These excess benefits were largely associated with deferred compensation payouts to recently retired employees. See Note 2 for discussion related to the adoption of a new accounting standard for share based payments in 2017.

Change in valuation allowances.  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.

In 2017, $34 million of net tax expense was driven by valuation allowances recorded against deferred tax assets generated in the current year. This amount excludes a valuation allowance of $189 million related to the Tax Act.

In 2016, $3 million of net tax benefit was driven by $14 million in net tax expense for valuation allowances recorded against deferred tax assets generated in the current year and $17 million in net tax benefit for valuation allowances resulting from a change in judgment regarding the future use of certain deferred tax assets that existed at the beginning of the year.

In 2015, $41 million of net tax expense was driven by $17 million for valuation allowances recorded against deferred tax assets generated in the current year and $24 million in net tax expense resulting from a change in judgment regarding the future use of certain deferred tax assets that existed at the beginning of the year.

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

In 2017, this item was primarily driven by the favorable impact of certain international refranchising gains.

Tax Act Enactment. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). The Tax Act significantly modifies the U.S. corporate income tax system by, among other things, reducing the federal income tax rate from 35% to 21%, limiting certain deductions, including limiting the deductibility of interest expense to 30% of U.S. Earnings Before Interest, Taxes, Depreciation and Amortization, imposing a mandatory one-time deemed repatriation tax on accumulated foreign earnings and creating a territorial tax system that changes the manner in which future foreign earnings are subject to U.S. tax. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin 118 that allows us to record provisional amounts related to the impacts of the Tax Act during a measurement period not to extend beyond one year of the enactment date. We currently are analyzing the Tax Act and have made reasonable estimates of the effects on our Consolidated Financial Statements and tax disclosures, including the amount of the deemed repatriation tax and changes to our existing deferred tax balances.

The deemed repatriation tax is based on our accumulated foreign earnings and profits that we previously deferred from U.S. income taxes. We recorded an estimated amount for our repatriation tax liability of $170 million as of December 31, 2017. In addition, we remeasured certain net deferred tax assets and liabilities based on the tax rates at which they are expected to reverse in the future. The estimated amount recorded related to the remeasurement of these balances was a net expense of $75 million. Lastly, we recorded a valuation allowance of $189 million on our remaining foreign tax credit carryforwards which are unlikely to be realized under the U.S. territorial tax system. The estimated total impact upon enactment of the Tax Act is $434 million.

We consider the key estimates on the deemed repatriation tax, net deferred tax remeasurement and the impact on our foreign tax credit carryforwards to be incomplete due to our continuing analysis of final year-end data and tax positions. Our analysis could affect the measurement of these balances and give rise to new deferred and other tax assets and liabilities. Since the Tax Act was passed late in the fourth quarter of 2017, and further guidance and accounting interpretation is expected over the next 12 months, our review is still pending. We expect to complete our analysis of the amounts recorded upon enactment of the Tax Act within the measurement period of one year.


93


The details of 2017 and 2016 deferred tax assets (liabilities) are set forth below:
 
 
2017
 
2016
Operating losses
 
$
216

 
$
172

Capital losses
 
4

 
184

Tax credit carryforwards
 
311

 
284

Employee benefits
 
94

 
185

Share-based compensation
 
58

 
100

Self-insured casualty claims
 
7

 
32

Lease-related liabilities
 
51

 
65

Various liabilities
 
51

 
56

Property, plant and equipment
 
24

 
37

Deferred income and other
 
31

 
32

Gross deferred tax assets
 
847

 
1,147

Deferred tax asset valuation allowances
 
(421
)
 
(195
)
Net deferred tax assets
 
$
426

 
$
952

Intangible assets, including goodwill
 
$
(69
)
 
$
(107
)
Property, plant and equipment
 
(18
)
 
(46
)
Deemed repatriation tax
 
(170
)
 
—

Other
 
(36
)
 
(34
)
Gross deferred tax liabilities
 
$
(293
)
 
$
(187
)
Net deferred tax assets (liabilities)
 
$
133


$
765


Reported in Consolidated Balance Sheets as:
 
 
 
 
Deferred income taxes
 
$
139


$
772

Other liabilities and deferred credits
 
(6
)
 
(7
)
 
 
$
133


$
765



As of December 31, 2017, we had approximately $3.2 billion of unremitted foreign earnings. We have historically reinvested all the unremitted earnings of our foreign subsidiaries and affiliates, and therefore have not recognized any U.S. deferred tax liability on these earnings. However, upon the enactment of the Tax Act, the unremitted earnings of our foreign subsidiaries and affiliates are subject to U.S. tax due to the mandatory deemed repatriation tax on accumulated foreign earnings provision. As a result, we recognized a one-time income tax expense of $170 million. Our intent is to indefinitely reinvest our unremitted earnings outside the U.S. and our current plans do not demonstrate a need to repatriate these amounts to fund our U.S. operations. Thus, for our investments in foreign subsidiaries where the carrying values for financial reporting exceed the tax basis, we have not provided taxes, other than U.S. federal taxes, for the portion of the excess that we believe is permanently invested, as we have the ability and intent to indefinitely postpone these basis differences from reversing with a tax consequence. However, if these funds were repatriated, we would be required to accrue and pay applicable income taxes (if any) and withholding taxes payable to various countries. A determination of the deferred tax liability on this amount is not practicable.

At December 31, 2017, the Company has foreign operating and capital loss carryforwards of $0.5 billion and U.S. state operating loss and tax credit carryforwards of $1.1 billion and U.S. federal tax credit carryforwards of $0.3 billion.  A valuation allowance of $434 million has been recorded against the carryforwards that are not likely to be realized. 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:


94


 
 
Year of Expiration
 
 
 
 
2018
 
2019-2022
 
2023-2036
 
Indefinitely
 
Total
Foreign
 
$
9

 
$
46

 
$
85

 
$
376

 
$
516

U.S. state
 
—

 
61

 
1,012

 
—

 
1,073

U.S. federal
 
—

 
67

 
238

 
—

 
305

 
 
$
9

 
$
174

 
$
1,335

 
$
376

 
$
1,894



We recognize the benefit of positions taken or expected to be taken in tax returns in the Consolidated 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 $100 million and $91 million of unrecognized tax benefits at December 31, 2017 and December 31, 2016, respectively, $10 million and $87 million of which are temporary in nature and if recognized, would not impact the effective income tax rate.  A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 
 
2017
 
2016
Beginning of Year
 
$
91

 
$
98

     Additions on tax positions - current year
 
3

 
—

     Additions for tax positions - prior years
 
8

 
1

     Reductions for tax positions - prior years
 
—

 
(5
)
     Reductions for settlements
 
(1
)
 
(1
)
     Reductions due to statute expiration
 
(1
)
 
(2
)
     Foreign currency translation adjustment
 
—

 
—

End of Year
 
$
100

 
$
91



The Company believes its unrecognized tax benefits will not materially increase or decrease in the next 12 months.

The Company’s income tax returns are subject to examination in the U.S. federal jurisdiction and numerous U.S. state and foreign jurisdictions.

The Company has settled audits with the IRS through fiscal year 2010. Our operations in certain foreign jurisdictions remain subject to examination for tax years as far back as 2006, some of which years are currently under audit by local tax authorities.

The accrued interest and penalties related to income taxes at December 31, 2017 and December 31, 2016 are set forth below:
 
 
2017
 
2016
Accrued interest and penalties
 
$
14

 
$
9



During 2017, 2016 and 2015, a net expense of $5 million, a net benefit of $4 million and a net expense of $5 million, respectively, for interest and penalties was recognized in our Consolidated Statements of Income as components of its Income tax provision.

In October 2016, the Company completed the separation of its China business into an independent publicly-traded company. The transaction has been treated as qualifying as a tax-free reorganization for U.S. income tax purposes. In addition, the Company considered the China indirect income tax on indirect transfers of assets by nonresident enterprises and concluded that it does not apply to the separation transaction.

95


Note 19 – Reportable Operating Segments

See Note 1 for a description of our operating segments.
 
 
Revenues
 
 
2017
 
2016
 
2015
KFC Division(a)
 
$
3,110


$
3,225


$
3,222

Pizza Hut Division(a)
 
893


1,108


1,205

Taco Bell Division(a)
 
1,880

 
2,025

 
1,991

Unallocated(b)(f)
 
(5
)
 
(2
)
 
—

 
 
$
5,878


$
6,356


$
6,418



 
 
Operating Profit; Interest Expense, Net; and
Income Before Income Taxes
 
 
2017
 
2016
 
2015
KFC Division
 
$
981


$
871


$
835

Pizza Hut Division
 
341


367


351

Taco Bell Division
 
619

 
595

 
546

Unallocated Franchise and license fees and income(b)(f)
 
(5
)
 
(2
)
 
—

Unallocated restaurant costs(b)(i)
 
10


—


—

Unallocated Franchise and license expenses(b)(f)
 
(30
)
 
(24
)
 
(71
)
Corporate and unallocated G&A expenses(b)(g)
 
(230
)

(280
)

(180
)
Unallocated Refranchising gain (loss)(b)
 
1,083


163


(23
)
Unallocated Other income (expense)(b)(h)
 
(8
)

(8
)

(24
)
Operating Profit
 
2,761


1,682


1,434

Other pension income (expense)(b)(j)
 
(47
)
 
(32
)
 
(40
)
Interest expense, net(b)
 
(440
)

(305
)

(141
)
Income from continuing operations before income taxes
 
$
2,274


$
1,345


$
1,253


 
 
Depreciation and Amortization
 
 
2017
 
2016
 
2015
KFC Division
 
$
138

 
$
172

 
180

Pizza Hut Division
 
26

 
36

 
40

Taco Bell Division
 
82

 
90

 
89

Corporate
 
7

 
12

 
10

 
 
$
253

 
$
310

 
$
319


 
 
Capital Spending
 
 
2017
 
2016
 
2015
KFC Division
 
$
176

 
$
216

 
$
260

Pizza Hut Division
 
42

 
69

 
54

Taco Bell Division
 
95

 
132

 
116

Corporate
 
5

 
10

 
12

 
 
$
318

 
$
427

 
$
442



96


 
 
Identifiable Assets
 
 
2017
 
2016
KFC Division(e)
 
$
1,791

 
$
2,158

Pizza Hut Division(e)
 
628

 
639

Taco Bell Division(e)
 
1,086

 
1,178

Corporate(c)(e)
 
1,806

 
1,478

 
 
$
5,311

 
$
5,453


 
 
Long-Lived Assets(d)
 
 
2017
 
2016
KFC Division
 
$
1,200

 
$
1,537

Pizza Hut Division
 
310

 
372

Taco Bell Division
 
778

 
859

Corporate
 
31

 
32

 
 
$
2,319

 
$
2,800



(a)
U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $2.8 billion in 2017, $3.1 billion in 2016 and $3.1 billion in 2015.

(b)    Amounts have not been allocated to any segment for performance reporting purposes.

(c)    Primarily includes cash and deferred tax assets.

(d)    Includes PP&E, goodwill, and intangible assets, net.

(e)
U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled $3.0 billion and $3.1 billion in 2017 and 2016, respectively.

(f)
Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.

(g)
Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of $21 million, non-cash charges associated with modifications of share-based compensation awards of $18 million and costs associated with the Pizza Hut U.S. Transformation Agreement of $13 million. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of $61 million and non-cash charges associated with the modifications of share-based compensation awards of $30 million. See Note 5.
(h)
Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of $2 million and $9 million in 2017 and 2016, respectively. See Note 8.
(i)
Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5.
(j)
Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of $24 million related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5.

Note 20 – Contingencies

Lease Guarantees

As a result of having assigned our interest in obligations under real estate leases as a condition to the refranchising of certain Company-owned restaurants, and 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, 2017, the potential amount of undiscounted payments we could be required to make in the event of non-payment by the primary lessee was approximately $600 million.  The present value of these potential payments discounted at our pre-tax cost of debt at December 31, 2017 was

97


approximately $500 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, 2017 and December 31, 2016 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 or the upgrade of existing restaurants and, to a lesser extent, in connection with the Company’s refranchising programs in the U.S. 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. We have provided guarantees of 20% of the outstanding loans of the franchisee loan program. As such, at December 31, 2017 our guarantee exposure under this program is $3 million based on total loans outstanding of $15 million.

In addition to the guarantees described above, YUM has agreed to provide guarantees of up to $43 million on behalf of franchisees for several financing programs related to equipment purchases and refranchising. At December 31, 2017, our guarantee exposure under these financing programs is $10 million based on total loans outstanding of $31 million.

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 2017 and 2016 activity related to our net self-insured property and casualty reserves as of December 31, 2017.

 
 
Beginning Balance
 
Expense
 
Payments
 
Ending Balance
2017 Activity
 
$
98

 
27

 
(41
)
 
$
84

2016 Activity
 
$
102

 
42

 
(46
)
 
$
98



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.

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.

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. An accrual is recorded with respect to claims or contingencies for which a loss is determined to be probable and reasonably estimable.

We are currently engaged in various 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 Statements.

98


Note 21 – Selected Quarterly Financial Data (Unaudited)

 
 
2017
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
902

 
$
909

 
$
871

 
$
890

 
$
3,572

Franchise and license fees and income
 
515

 
539

 
565

 
687

 
2,306

Total revenues
 
1,417

 
1,448

 
1,436

 
1,577

 
5,878

Restaurant profit
 
144

 
161

 
154

 
159

 
618

Operating Profit(a)
 
484

 
419

 
643

 
1,215

 
2,761

Net Income
 
280

 
206

 
418

 
436

 
1,340

Basic earnings per common share from continuing operations
 
0.78

 
0.59

 
1.21

 
1.29

 
3.86

Diluted earnings per common share from continuing operations
 
0.77

 
0.58

 
1.18

 
1.26

 
3.77

Dividends declared per common share
 
0.30

 
0.30

 
—

 
0.30

 
0.90

 
 
2016
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
953

 
$
1,006

 
$
992

 
$
1,238

 
$
4,189

Franchise and license fees and income
 
490

 
503

 
526

 
648

 
2,167

Total revenues
 
1,443

 
1,509

 
1,518

 
1,886

 
6,356

Restaurant profit
 
148

 
167

 
161

 
224

 
700

Operating Profit(b)
 
349

 
415

 
398

 
520

 
1,682

Income from continuing operations, net of tax
 
226

 
266

 
218

 
308

 
1,018

Income (loss) from discontinued operations, net of tax
 
138

 
70

 
422

 
(5
)
 
625

Net Income
 
364

 
336

 
640

 
303

 
1,643

Basic earnings per common share from continuing operations
 
0.55

 
0.65

 
0.56

 
0.84

 
2.58

Basic earnings (loss) per common share from discontinued operations
 
0.33

 
0.17

 
1.09

 
(0.01
)
 
1.59

Basic earnings per common share
 
0.88

 
0.82

 
1.65

 
0.83

 
4.17

Diluted earnings per common share from continuing operations
 
0.54

 
0.64

 
0.55

 
0.83

 
2.54

Diluted earnings (loss) per common share from discontinued operations
 
0.33

 
0.17

 
1.07

 
(0.01
)
 
1.56

Diluted earnings per common share
 
0.87

 
0.81

 
1.62

 
0.82

 
4.10

Dividends declared per common share
 
0.46

 
0.46

 
0.51

 
0.30

 
1.73


99



(a)
Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.

(b)
Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.


Note 22 – Subsequent Events

On February 7, 2018, certain of our subsidiaries entered into a master services agreement with a subsidiary of Grubhub Inc. (“Grubhub”), the leading online and mobile takeout food-ordering company in the U.S., which is intended to provide dedicated support for the KFC and Taco Bell branded online delivery channels in the U.S. through Grubhub’s online ordering platform, logistics and last-mile support for delivery orders, as well as point-of-sale integration to streamline operations. Concurrently with the master services agreement, one of our subsidiaries entered into an investment agreement with Grubhub to invest $200 million in exchange for approximately 2.8 million shares of Grubhub common stock, subject to customary closing conditions. In connection with the closing of the investment, Grubhub has agreed to appoint a YUM representative to Grubhub’s Board of Directors. We expect the closing of the investment to occur prior to the end of the first quarter of 2018.

Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.
Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report.  Based on the evaluation, performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities Exchange Act of 1934.  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2017.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and the effectiveness of our internal control over financial reporting and has issued their report, included herein.

100



Changes in Internal Control

There were no changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended December 31, 2017.

Item 9B.
Other Information.

None.

101


PART III

Item 10.
Directors, Executive Officers and Corporate Governance.

Information regarding Section 16(a) compliance, the Audit Committee and the Audit Committee financial expert, the Company’s code of ethics and background of the directors appearing under the captions “Stock Ownership Information,” “Governance of the Company,” “Executive Compensation” and “Item 1:  Election of Directors and Director biographies” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2017.

Information regarding executive officers of the Company is included in Part I.

Item 11.
Executive Compensation.

Information regarding executive and director compensation and the Compensation Committee appearing under the captions “Governance of the Company” and “Executive Compensation” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2017.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding equity compensation plans and security ownership of certain beneficial owners and management appearing under the captions “Executive Compensation” and “Stock Ownership Information” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2017.

Item 13.
Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related transactions and information regarding director independence appearing under the caption “Governance of the Company” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2017.

Item 14.
Principal Accountant Fees and Services.

Information regarding principal accountant fees and services and audit committee pre-approval policies and procedures appearing under the caption “Item 2:  Ratification of Independent Auditors” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2017.

102


PART IV




Item 15.
Exhibits and Financial Statement Schedules.

(a)
(1
)
 
Financial Statements:  Consolidated Financial Statements filed as part of this report are listed under Part II, Item 8 of this Form 10-K.
 
 
 
 
 
(2
)
 
Financial Statement Schedules:  No schedules are required because either the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements thereto filed as a part of this Form 10-K.
 
 
 
 
 
(3
)
 
Exhibits:  The exhibits listed in the accompanying Exhibit Index are filed as part of this Form 10-K. The Index to Exhibits specifically identifies each management contract or compensatory plan required to be filed as an exhibit to this Form 10-K.


103


 
SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:
February 21, 2018

 
YUM! BRANDS, INC.



By:
/s/ Greg Creed


104



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

 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Greg Creed
 
Chief Executive Officer
 
February 21, 2018
Greg Creed
 
(principal executive officer)
 
 
 
 
 
 
 
/s/ David W. Gibbs
 
President and Chief Financial Officer
 
February 21, 2018
David W. Gibbs
 
(principal financial officer)
 
 
 
 
 
 
 
/s/ David E. Russell
 
Senior Vice President, Finance and Corporate Controller
 
February 21, 2018
David E. Russell
 
(principal accounting officer)
 
 
 
 
 
 
 
/s/ Paget L. Alves
 
Director
 
February 21, 2018
Paget L. Alves
 
 
 
 
 
 
 
 
 
/s/ Michael J. Cavanagh
 
Director
 
February 21, 2018
Michael J. Cavanagh
 
 
 
 
 
 
 
 
 
/s/ Christopher M. Connor
 
Director
 
February 21, 2018
Christopher M. Connor
 
 
 
 
 
 
 
 
 
/s/ Brian C. Cornell
 
Director
 
February 21, 2018
Brian C. Cornell
 
 
 
 
 
 
 
 
 
/s/ Tanya L. Domier
 
Director
 
February 21, 2018
Tanya L. Domier
 
 
 
 
 
 
 
 
 
/s/ Mirian M. Graddick-Weir
 
Director
 
February 21, 2018
Mirian M. Graddick-Weir
 
 
 
 
 
 
 
 
 
/s/ Thomas C. Nelson
 
Director
 
February 21, 2018
Thomas C. Nelson
 
 
 
 
 
 
 
 
 
/s/ P. Justin Skala
 
Director
 
February 21, 2018
P. Justin Skala
 
 
 
 
 
 
 
 
 
/s/ Elane B. Stock
 
Director
 
February 21, 2018
Elane B. Stock
 
 
 
 
 
 
 
 
 
/s/ Robert D. Walter
 
Director
 
February 21, 2018
Robert D. Walter
 
 
 
 


105

YUM! Brands, Inc.
Exhibit Index
(Item 15)

 
 
 
 
 
Exhibit
Number
 
Description of Exhibits
 
 
 
2.1
 
 
 
 
3.1
 
 
 
 
3.2
 
 
 
 
4.1
 
 
 
 
 
 
 
(i)
 
 
 
 
 
(ii)
 
 
 
 
 
 
(iii)
 
 
 
 
 
(iv)
 
 
 
 
 
 
(v)
 
 
 
 
 
 
(vi)
 
 
 
 
 
 
(vii)

106



 
 
 
 
 
Exhibit
Number
 
Description of Exhibits
10.1
 
Credit Agreement, dated as of June 16, 2016, by and among Pizza Hut Holdings, LLC, KFC Holding Co., and Taco Bell of America, LLC, as the borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Fifth Third Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Bookrunners, Barclays Bank PLC, The Bank of Nova Scotia, Cooperatieve Rabobank U.A., New York Branch, and Industrial and Commercial Bank of China Limited, New York Branch, as Co-Documentation Agents and Co-Managers, which is incorporated herein by reference from Exhibit 4.1 to YUM's Quarterly Report on Form 10-Q for the quarter ended June 11, 2016.
 
 
 
10.1.1
 

 
 
 
10.1.2
 
 
 
 
10.2†
 
 
 
 
10.2.1†
 
 
 
 
10.3†
 
 
 
 
10.4†
 
 
 
 
10.4.1†
 
 
 
 
10.5†
 
 
 
 
10.5.1†
 
 
 
 
10.6†
 
 
 
 
10.7†
 
 
 
 
10.8†
 
 
 
 

107

 
 
 
 
 
Exhibit
Number
 
Description of Exhibits
10.9†
 
 
 
 
10.10†
 
 
 
 
10.11†
 
 
 
 
10.11.1†
 
 
 
 
10.11.2†
 
 
 
 
10.12†
 
 
 
 
10.13†
 
 
 
 
 
10.13.1†
 
 
 
10.13.2†
 
 
 
 
 
10.14†
 
 
 
 
10.14.1†
 
 
 
 
10.15†
 
 
 
 
10.16†
 
 
 
 
10.17†
 
 
 
 
10.18†
 
 
 
 
10.19†
 
 
 
 

108

Exhibit
Number
 
Description of Exhibits
10.20
 
 
 
 
10.21
 
 
 
 
10.22
 
 
 
 
10.23
 
 
 
 
10.24
 
 
 
 
10.25
 
 
 
 
10.26
 
 
 
 
10.27
 
 
 
 
12.1
 
 
 
 
21.1
 
 
 
 

109

Exhibit
Number
 
Description of Exhibits
23.1
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101.INS
 
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
†
Indicates a management contract or compensatory plan.



110
 EX-10.5.1 2 yum-12312017xex1051.htm EXHIBIT 10.5.1 Exhibit














YUM! BRANDS, INC.

PENSION EQUALIZATION PLAN

(PEP)




Plan Document for the Section 409A Program
(January 1, 2005 Restatement, As Amended Through January 1, 2017)





YUM! BRANDS, INC. PENSION EQUALIZATION PLAN

Table of Contents
 
 
 
Page No.
 
 
 
 
ARTICLE I
1
 
 
 
 
FOREWORD
1
 
 
 
 
DEFINITIONS AND CONSTRUCTION
3
 
2.1
DEFINITIONS:
3
 
2.2
CONSTRUCTION:
18
 
 
 
 
ARTICLE III
20
 
 
 
 
PARTICIPATION AND SERVICE
20
 
3.1
PARTICIPATION:
20
 
3.2
SERVICE:
20
 
3.3
CREDITED SERVICE:
20
 
 
 
 
ARTICLE IV
22
 
 
 
 
REQUIREMENTS FOR BENEFITS
22
 
4.1
NORMAL 409A RETIREMENT PENSION:    
22
 
4.2
EARLY 409A RETIREMENT PENSION:
22
 
4.3
409A VESTED PENSION:
22
 
4.4
LATE 409A RETIREMENT PENSION:
23
 
4.5
409A DISABILITY PENSION:
23
 
4.6
PRE-RETIREMENT SPOUSE'S 409A PENSION:
23
 
4.7
VESTING:    
25
 
4.8
TIME OF PAYMENT:    
25
 
4.9
CASHOUT DISTRIBUTIONS:
25
 
4.10
REEMPLOYMENT OF CERTAIN PARTICIPANTS:
28
 
 
 
 
AMOUNT OF RETIREMENT PENSION
30
 
5.1
PARTICIPANT’S 409A PENSION:
30
 
5.2
PEP GUARANTEE:    
30
 
5.3
AMOUNT OF PRE-RETIREMENT SPOUSE'S 409A PENSION:
36
 
5.4
CERTAIN ADJUSTMENTS:
39
 
5.5
EXCLUDABLE EMPLOYMENT:
40
 
5.6
PRE-409A PENSION:
40
 
 
 
 
DISTRIBUTION OF BENEFITS
41
 
6.1
FORM AND TIMING OF DISTRIBUTIONS:
41
 
6.2
AVAILABLE FORMS OF PAYMENT:
44
 
6.3
PROCEDURES FOR ELECTIONS:    
47
 
6.4
DETERMINATION OF MARITAL STATUS:
49
 
6.5
DESIGNATION OF BENEFICIARY:
50
 
6.6
REQUIRED DELAY FOR KEY EMPLOYEES:
51
 
6.7
PAYMENT OF FICA AND RELATED INCOME TAXES:    
52
 
6.8
CORRECTION OF PAYMENTS AFFECTED BY OTHER NONQUALIFIED PLANS.
54
 
 
 
 
ADMINISTRATION
56
 
7.1
AUTHORITY TO ADMINISTER PLAN:    
56
 
7.2
FACILITY OF PAYMENT:
56
 
7.3
CLAIMS PROCEDURE:
57


i


YUM! BRANDS, INC. PENSION EQUALIZATION PLAN

Table of Contents
 
 
 
Page No.
 
 
 
 
 
7.4
PLAN ADMINISTRATOR DISCRETION:
58
 
 
 
 
MISCELLANEOUS
60
 
8.1
NONGUARANTEE OF EMPLOYMENT:
60
 
8.2
NONALIENATION OF BENEFITS:    
60
 
8.3
UNFUNDED PLAN:    
60
 
8.4
ACTION BY THE COMPANY:
61
 
8.5
INDEMNIFICATION:
61
 
8.6
COMPLIANCE WITH SECTION 409A:
61
 
8.7
SECTION 457A.
62
 
8.8
MISCONDUCT.    
64
 
8.9
MISSING PARTICIPANTS OF BENEFICIARIES:
66
 
 
 
 
AMENDMENT AND TERMINATION
67
 
9.1
CONTINUATION OF THE PLAN:
67
 
9.2
AMENDMENTS:
67
 
9.3
TERMINATION:
68
 
9.4
CHANGE IN CONTROL:
68
 
 
 
 
ERISA PLAN STRUCTURE
69
 
 
 
 
APPLICABLE LAW    
71
 
 
 
 
SIGNATURE    
72
 
 
 
 
APPENDIX ARTICLE A    
74
 
 
 
 
TRANSITION PROVISIONS    
74
 
A.1
SCOPE.    
74
 
A.2    
DEFINITION OF ACTUARIAL EQUIVALENT.    
74
 
A.3
TRANSITION RULES FOR ARTICLE VI (DISTRIBUTIONS):
74
 
A.4
CONFORMANCE WITH SECTION 409A:    
75
 
A.5
EMIL BROLICK-19(C):    
76
 
A.6
CERTAIN 19(C) ELECTIONS:    
76
 
 
 
 
APPENDIX ARTICLE B    
78
 
 
 
 
COMPUTATION OF EARNINGS AND SERVICE    
78
 
 
 
 
DURING CERTAIN SEVERANCE WINDOWS    
78
 
B.1
DEFINITIONS:    
78
 
B.2
INCLUSION OF SALARY AND ELIGIBLE BONUS:    
78
 
B.3
INCLUSION OF CREDITED SERVICE:    
79
 
B.4
INCLUSION OF SERVICE:    
79
 
B.5
REDUCTION TO REFLECT EARLY PAYMENT:
80
 
 
 
 
APPENDIX ARTICLE C    
81
 
 
 
 
CEO’S PENSION    
81
 
C.1
SCOPE AND PURPOSE:    
81
 
C.2
FREEZE AS OF JANUARY 1, 2012:    
81
 
C.3
EARLY COMMENCEMENT REDUCTION:    
82
 
C.4
DETERMINATION OF PENSION BEGINNING JANUARY 1, 2013.    
82


ii


YUM! BRANDS, INC. PENSION EQUALIZATION PLAN

Table of Contents
 
 
 
Page No.
 
 
 
 
DE-GRANDFATHERED PARTICIPANTS    
85
 
D.1
SCOPE:    
85
 
D.2
MARCH 1, 2010 DE-GRANDFATHERING:    
85
 
D.3
DE-GRANDFATHERING OF CERTAIN PRE-2005 PARTICIPANTS FOR 2012 LUMP SUM WINDOW:    
86
 
D.4
FURTHER DE-GRANDFATHERING OF PARTICIPANTS UNDER THE 409A PROGRAM:    
87
 
 
 
 
APPENDIX ARTICLE P    
88
 
 
 
 
RETIREMENT WINDOW BENEFIT    
88
 
P.1    
SCOPE:    
88
 
P.2
DEFINITIONS:    
88
 
P.3
PEP BRIDGE BENEFIT:    
89
 
P.4
PEP WINDOW BENEFIT:    
93
 
 
 
 
APPENDIX ARTICLE Q    
101
 
 
 
 
AUSTRALIAN PARTICIPANTS    
101
 
Q.1
SCOPE:    
101
 
Q.2
DEFINITIONS:    
101
 
Q.3
BENEFIT FORMULA FOR AUSTRALIAN EMPLOYEES:    
103
 
Q.4
ALTERNATIVE ARRANGEMENTS PERMITTED:    
104
 
 
 
 
APPENDIX ARTICLE R    
105
 
 
 
 
PARTICIPANTS ON TEMPORARY ASSIGNMENT    
105
 
R.1
SCOPE:    
105
 
R.2
ASSIGNMENT IN CANADA:    
105
 
R.3
ASSIGNMENT IN THE UNITED KINGDOM:    
106
 
R.4
ASSIGNMENT IN INDIA:    
106
 
R.5
ASSIGNMENT IN SINGAPORE:    
107
 
R.6
ASSIGNMENT IN RUSSIA:    
107
 
R.7
ASSIGNMENT IN SOUTH AFRICA:    
108
 
R.8
ASSIGNMENT IN THAILAND:    
108
 
R.9
ELIMINATION OF ELIGIBLE CLASSIFICATION REQUIREMENT:    
108
 
 
 
 
ARTICLE S - LIMITATION ON BENEFIT ENHANCEMENTS    
110
 
 
 
 
THAT ARE SUBJECT TO SECTION 457A    
110
 
S.1
SCOPE.    
110
 
S.2
SECTION 457A.    
110
    


iii


ARTICLE I
FOREWORD
The Yum! Brands, Inc. Pension Equalization Plan (“PEP” or “Plan”) has been adopted by Yum! Brands, Inc. (“Yum!”) for the benefit of certain employees of the Yum! Organization who participate in the Yum! Brands Retirement Plan (“Salaried Plan”). PEP provides benefits for eligible employees whose pension benefits under the Salaried Plan are limited by the provisions of the Internal Revenue Code of 1986, as amended. In addition, PEP provides benefits for certain eligible employees based on the pre-1989 Salaried Plan formula.
This Plan is first effective on October 7, 1997 in connection with the spinoff of Yum! from PepsiCo, Inc. This Plan is a successor plan to the PepsiCo Pension Equalization Plan.
This document is effective as of January 1, 2005 (the “Effective Date”). It sets forth the terms of the Plan that are applicable to benefits that are subject to Section 409A (the “409A Program”). A separate document sets forth the terms of the Plan for benefits that are grandfathered under Section 409A because they were earned and vested on or before December 31, 2004, and not materially modified after October 3, 2004 (the “Pre-409A Program”). For the period beginning on January 1, 2005, and ending on February 28, 2010, benefits under the Pre-409A Program were payable in accordance with the pre-409A terms of this Plan. Effective March 1, 2010, as a result of a plan amendment, benefits under the Pre-409A Program became payable and began to be administered as if they were subject to the terms of 409A Program, except with respect to the following two groups (who may be referred to as the March 1, 2010 Grandfathered Participants): (i) Pre-2005 Participants, as defined in Article II, and (ii) other Participants who have an Annuity Starting Date that occurred before March 1, 2010.
    

1


Together, this document and the document for the Pre-409A Program describe the terms of a single plan. To the extent necessary to provide for different terms of payment, amounts subject to the terms of this 409A Program and amounts subject to the terms of the Pre-409A Program shall be tracked separately at all times. The preservation of the terms of the Pre-409A Program in the case of the March 1, 2010 Grandfathered Participants, without material modification, and the separate traction provided by the preceding sentence for 409A Program amounts and Pre-409A Program amounts are intended to be sufficient to permit the pre-409A Program to remain exempt from Section 409A as grandfathered benefits.


2


ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1    Definitions:
This section provides definitions for certain words and phrases listed below. These definitions can be found on the pages indicated.
Page

(a)    Accrued Benefit                            3
(b)    Actuarial Equivalent                            3
(c)    Annuity                                4
(d)    Annuity Starting Date                            4
(e)    Cashout Limit                                __
(f)    Code                                    5
(g)    Company                                5
(h)    Covered Compensation                        5
(i)    Credited Service                            5
(j)    Disability Retirement Pension                    5
(k)    Early 409A Retirement Pension                    5
(l)    Effective Date                                5
(m)    Elapsed Time Service                            6
(n)    Eligible Spouse                            6
(o)    Employee                                 6
(p)    Employer                                6
(q)    ERISA                                    6
(r)    Highest Average Monthly Earnings                    6
(s)    Key Employee                                7
(t)    Late Retirement Date                            8
(u)    Late 409A Retirement Pension                    8
(v)    Normal Retirement Age                        9
(w)    Normal Retirement Date                        9
(x)    Normal 409A Retirement Pension                    9
(y)    Participant                                9
(z)    Pension                                9
(aa)    Plan                                    9
(bb)    Plan Administrator                            10
(cc)    Plan Year                                10
(dd)     Pre-2005 Participant                            10    
(ee)    Pre-Retirement Spouse's Pension                    10
(ff)    Primary Social Security Amount                    10
(gg)    Prior Plan                                11
(hh)    Qualified Joint and Survivor Annuity                    12
(ii)    Retirement                                12
(jj)    Retirement Date                            12
(kk)    Retirement Pension                            12
(ll)    Salaried Plan                                 12
(mm)    Section 409A                                13
        

3


(nn)    Separation from Service                         13
(oo)    Service                                    15
(pp)    Single Life Annuity                             15
(qq)    Single Lump Sum                             15
(rr)    Social Security Act                            15
(ss)    Taxable Wage Base                            15
(tt)    Vested Pension                            15
(uu)    Yum! Brands Organization                        16
Where the following words and phrases, in boldface and underlined, appear in this Plan (including the Foreword) with initial capitals they shall have the meaning set forth below, unless a different meaning is plainly required by the context.
(a)     Accrued Benefit: The Pension payable at Normal Retirement Date determined in accordance with Article V, based on the Participant's Highest Average Monthly Earnings and Credited Service at the date of determination.
(b)     Actuarial Equivalent: Except as otherwise specifically set forth in the Plan or any Appendix to the Plan with respect to a specific benefit determination, a benefit of equivalent value computed on the basis of the factors set forth below. The application of the following assumptions to the computation of benefits payable under the Plan shall be done in a uniform and consistent manner. In the event the Plan is amended to provide new rights, features or benefits, the following actuarial factors shall not apply to these new elements unless specifically adopted by the amendment.
(1)     Annuities and Inflation Protection: To determine the amount of a Pension payable in the form of a Qualified Joint and Survivor Annuity or optional form of survivor annuity, an annuity with inflation protection, or as a period certain and life annuity, the Plan Administrator shall select the factors that are to be used. Effective January 1, 2009, the initial factors selected by the Plan Administrator are set forth in Schedule 1, below (prior factors appear in the Appendix). Thereafter, the Plan Administrator shall review such initial factors from time to time and shall amend such factors in its discretion. A Participant shall have no right to have any of the actuarial factors specified under the Plan

4


from time to time applied to his benefit (or any portion thereof), except to the extent that a particular factor is currently in effect at the time it is to be applied under the Plan. For the avoidance of doubt, it is expressly intended and binding upon Participants that any actuarial factors selected by the Plan Administrator from time-to-time may be applied retroactively to already accrued benefits, and without regard to the actuarial factors that may have applied previously for such purpose.
SCHEDULE 1
DATE
MORTALITY TABLE FACTORS
INTEREST RATE FACTOR
JANUARY 1, 2009-PRESENT
[INSERT]
[INSERT]
 
 
 

(2)     Lump Sums: To determine the lump sum value of a Pension, or a Pre-Retirement Spouse's Pension under Section 4.6, the factors applicable for such purposes under the Salaried Plan shall apply.
(3)     Early Commencement and Certain Other Reductions: Effective with respect to Annuity Starting Dates on and after April 1, 2016, the mortality rates that are applicable in calculating:
(i)    The reduction for commencement prior to the Normal Retirement Date of a Vested Pension described in Section 4.3, and
(ii)    The offset to a Participant’s Plan benefit related to the Participant’s having received or being entitled to receive another benefit (whether or not from this Plan),
Shall be determined using the Applicable Mortality Table and interest rate that apply under the Salaried Plan for these purposes.

5



(4)    Other Cases: To determine the adjustment to be made in the Pension payable to or on behalf of a Participant in other cases, the factors are those applicable for such purpose under the Salaried Plan.
(c)     Annuity: A Pension payable as a series of monthly payments for at least the life of the Participant.
(d)     Annuity Starting Date: The Annuity Starting Date shall be the first day of the first period for which an amount is payable under this Plan as an annuity or in any other form. Notwithstanding anything else in the Plan to the contrary, the Annuity Starting Date shall be determined without regard to any delay that may be applicable to a Participant's Pension, such as the delay required for Key Employees under Section 6.6 or for prior payment elections under Section 6.1(a)(2). A Participant who: (1) is reemployed after his initial Annuity Starting Date, and (2) is entitled to benefits hereunder after his reemployment, shall have a subsequent Annuity Starting Date for such benefits only to the extent provided in Section 6.3(d).
(e)    Cashout Limit: The annual dollar limit on elective deferrals under Code section 402(g)(1)(B), as in effect from time to time.
(f)     Code: The Internal Revenue Code of 1986, as amended from time to time. All references herein to particular Code Sections shall also refer to any successor provisions and shall include all related regulations.
(g)     Company: Yum! Brands, Inc., a corporation organized and existing under the laws of the State of North Carolina or its successor or successors. For periods before May 16, 2002, the Company was named Tricon Global Restaurants, Inc. For

6


periods before October 7, 1997, the Company under the Prior Plan was PepsiCo, Inc., a North Carolina corporation.
(h)     Covered Compensation: “Covered Compensation” as that term is defined in the Salaried Plan.
(i)     Credited Service: The period of a Participant's employment, calculated in accordance with Section 3.3, which is counted for purposes of determining the amount of benefits payable to, or on behalf of, the Participant.
(j)     Disability Retirement Pension: The Retirement Pension available to a Participant under Section 4.5.
(k)     Early 409A Retirement Pension: The 409A Retirement Pension available to a Participant under Section 4.2.
(l)     Effective Date: The date upon which this document for the 409A Program is effective, January 1, 2005. Certain identified provisions of the 409A Program or the Plan may be effective on different dates, to the extent noted herein.
(m)    Elapsed Time Service: The period of time beginning with a Participant’s first date of employment with the Yum! Brands Organization and ending with the Participant’s Final Separation from Service, irrespective of any breaks in service between those two dates. By way of illustration, if a Participant began employment with the Yum! Brands Organization on January 1, 2000, left the employment of the Yum! Brands Organization from January 1, 2001 until December 31, 2004, and was then reemployed by the Yum! Brands Organization on January 1, 2005 until he had a Final Separation from Service on December 31, 2008, the Participant would have eight years of Elapsed Time Service as of his Final Separation from Service.

7



(n)     Eligible Spouse: The spouse of a Participant to whom the Participant is married on the earlier of the Participant's Annuity Starting Date or the date of the Participant's death. For purposes of the Plan, a Participant is considered married if he is considered married under the Salaried Plan, and his Eligible Spouse shall be the individual to whom he is considered married under the Salaried Plan.
(o)     Employee: An individual who qualifies as an “Employee” as that term is defined in the Salaried Plan.
(p)     Employer: An entity that qualifies as an “Employer” as that term is defined in the Salaried Plan.
(q)     ERISA: Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, including any amendments thereto, any similar subsequent federal laws, and any regulations from time to time in effect under any of such laws.
(r)     Highest Average Monthly Earnings: “Highest Average Monthly Earnings” as that term is defined in the Salaried Plan, but without regard to the limitation imposed by section 401(a)(17) of the Code (as such limitation is interpreted and applied under the Salaried Plan). Notwithstanding the foregoing, to the extent that a Participant receives, during a leave of absence, earnings that would be counted as Highest Average Monthly Earnings if they were received during a period of active service, but that will be received after the Participant’s Separation from Service, the Plan Administrator may provide for determining the Participant’s 409A Pension at Separation from Service by projecting the benefit the Participant would have if all such earnings were taken into account under the Plan.

8



(s)     Key Employee: The individuals identified in accordance with the following paragraphs.
(1)    In General. Any Participant who at any time during the applicable year is:
(i)    An officer of any member of the Yum! Brands Organization having annual compensation greater than $130,000 (as adjusted for the applicable year under Code Section 416(i)(1));
(ii)    A 5-percent owner of any member of the Yum! Brands Organization; or
(iii)    A 1-percent owner of any member of the Yum! Brands Organization having annual compensation of more than $150,000.
For purposes of subparagraph (i) above, no more than 50 employees identified in the order of their annual compensation shall be treated as officers. For purposes of this Section, annual compensation means compensation as defined in Treas. Reg. §1.415(c)-2(a), without regard to Treas. Reg. §§1.415(c)-2(d), 1.415(c)-2(e), and 1.415(c)-2(g); provided, however, that effective as of the Key Employee identification date that occurs on December 31, 2009, annual compensation shall not include compensation excludible from an employee’s gross income on account of the location of the services or the identity of the employer that is not effectively connected with the conduct of a trade or business in the United States, in accordance with Treasury Regulation Section 1.415(c)-2(g)(5)(ii). The Plan Administrator shall determine who is a Key Employee in accordance with Code Section 416(i) (provided, that Code Section 416(i)(5) shall not apply in making

9


such determination), and provided further than the applicable year shall be determined in accordance with Section 409A and that any modification of the foregoing definition that applies under Section 409A shall be taken into account.
(2)    Applicable Year. Effective from and after December 31, 2007, the Plan Administrator shall determine Key Employees effective as of the last day of each calendar year, based on compensation for such year, and such designation shall be effective for purposes of this Plan for the twelve-month period commencing on April 1st of the next following calendar year (e.g., the Key Employee determination by the Plan Administrator as of December 31, 2008 shall apply to the period from April 1, 2009 to March 31, 2010).
(t)     Late Retirement Date: The Late Retirement Date shall be the first day of the month coincident with or immediately following a Participant's actual Retirement Date occurring after his Normal Retirement Age.
(u)     Late 409A Retirement Pension: The Retirement Pension available to a Participant under Section 4.4.
(v)     Normal Retirement Age: The Normal Retirement Age under the Plan is age 65 or, if later, the age at which a Participant first has 5 Years of Elapsed Time Service.
(w)     Normal Retirement Date: A Participant's Normal Retirement Date shall be the first day of the month coincident with or immediately following a Participant's Normal Retirement Age.
(x)     Normal 409A Retirement Pension: The Retirement Pension available to a Participant under Section 4.1.

10



(y)     Participant: An Employee participating in the Plan in accordance with the provisions of Section 3.1.
(z)     Pension: One or more payments that are payable by the Plan to a person who is entitled to receive benefits under the Plan. The term “409A Pension” shall be used to refer to the portion of a Pension that is derived from the 409A Program. The term “Pre-409A Pension” shall be used to refer to the portion of a Pension that is derived from the Pre-409A Program. Effective March 1, 2010, the Pre-409A Pension, if any, of a Participant who is not a March 1, 2010 Grandfathered Participant shall be paid and administered as if the Participant’s entire Plan benefit were solely subject to the terms of the 409A Program.
(aa)    Plan: The Yum! Brands, Inc. Pension Equalization Plan, the Plan set forth herein and in the Pre-409A Program documents, as the Plan may be amended from time to time (subject to the limitations on amendment that are applicable hereunder and under the Pre-409A Program). Prior to September 1, 2004, the Plan was known as the Tricon Pension Equalization Plan. The Plan is also sometimes referred to as PEP, and it is a successor to the PepsiCo Pension Equalization Plan, which was also known as the PepsiCo Pension Benefit Equalization Plan.
(bb)     Plan Administrator: The Company, which shall have authority to administer the Plan as provided in Article VII.
(cc)     Plan Year: The Plan Year shall be the 12-month period commencing on January 1 and ending on December 31.
(dd)     Pre-2005 Participant: A Participant whose employment with the Yum! Brands Organization terminated on or before December 31, 2004, and whose rights to a

11


Pension are based solely on the legally binding rights (i) that he had on (or before) December 31, 2004, and (ii) that were not materially modified after October 3, 2004.
(ee)    Pre-Retirement Spouse's Pension: The Pension available to an Eligible Spouse under the Plan. The term “Pre-Retirement Spouse's 409A Pension” shall be used to refer to the Pension available to an Eligible Spouse under Section 4.6 of this document.
(ff)     Primary Social Security Amount: In determining Pension amounts, Primary Social Security Amount shall mean:
(1)    For purposes of determining the amount of a Retirement, Vested or Pre-Retirement Spouse's Pension, the Primary Social Security Amount shall be the estimated monthly amount that may be payable to a Participant commencing at age 65 as an old-age insurance benefit under the provisions of Title II of the Social Security Act, as amended. Such estimates of the old-age insurance benefit to which a Participant would be entitled at age 65 shall be based upon the following assumptions:
(i)     That the Participant's social security wages in any year prior to Retirement or Separation from Service are equal to the Taxable Wage Base in such year, and
(ii)     That he will not receive any social security wages after Retirement or Separation from Service.
However, in computing a Vested Pension under Formula A of Section 5.2, the estimate of the old-age insurance benefit to which a Participant would be entitled at age 65 shall be based upon the assumption that he continued to receive social security wages until age 65 at the same rate as the Taxable Wage Base in effect at

12


his Separation from Service. For purposes of this subsection, “social security wages” shall mean wages within the meaning of the Social Security Act.
(2)    For purposes of determining the amount of a Disability Pension, the Primary Social Security Amount shall be (except as provided in the next sentence) the initial monthly amount actually received by the disabled Participant as a disabil-ity insurance benefit under the provisions of Title II of the Social Security Act, as amended and in effect at the time of the Participant's Retirement due to disability. Notwithstanding the preceding sentence, for any period that a Participant receives a Disability Pension before receiv-ing a disability insurance benefit under the pro-visions of Title II of the Social Security Act, then the Participant's Primary Social Security Amount for such period shall be determined pursuant to paragraph (1) above.
(3)    For purposes of paragraphs (1) and (2), the Primary Social Security Amount shall exclude amounts that may be available because of the spouse or any dependent of the Participant or any amounts payable on account of the Participant's death. Estimates of Primary Social Security Amounts shall be made on the basis of the Social Security Act as in effect at the Participant's Separation from Service Date, without regard to any increases in the social security wage base or benefit levels provided by such Act which take effect thereafter.
(gg)    Prior Plan: The PepsiCo Pension Equalization Plan.
(hh)    Qualified Joint and Survivor Annuity: An Annuity which is payable to the Participant for life with 50 percent of the amount of such Annuity payable after the Participant's death to his surviving Eligible Spouse for life. If the Eligible Spouse

13


predeceases the Participant, no survivor benefit under a Qualified Joint and Survivor Annuity shall be payable to any person. The amount of a Participant's monthly payment under a Qualified Joint and Survivor Annuity shall be reduced to the extent provided in Sections 5.1 and 5.2, as applicable.
(ii)    Retirement: Separation from Service for reasons other than death after a Participant has fulfilled the requirements for either a Normal, Early, Late, or Disability Retirement Pension under Article IV.
(jj)    Retirement Date: The date immediately following the Participant's Retirement.
(kk)    Retirement Pension: The Pension payable to a Participant upon Retirement under the Plan. The term “409A Retirement Pension” shall be used to refer to the portion of a Retirement Pension that is derived from the 409A Program. The term “Pre-409A Retirement Pension” shall be used to refer to the portion of a Retirement Pension that is derived from the Pre-409A Program.
(ll)    Salaried Plan: The Yum! Brands Retirement Program for Salaried Employees, the program of retirement benefits set forth in Parts B and D of the Yum! Brands Retirement Plan, as it may be amended from time to time. Any reference herein to the Salaried Plan for a period that is on or after September 7, 1997 but before December 30, 1998, shall mean the Tricon Salaried Employees Retirement Plan, which was renamed the Tricon Retirement Plan from December 30, 1998 to September 1, 2004. Any reference herein to the Salaried Plan for a period that is before the September 7, 1997 shall mean the PepsiCo Salaried Employees Retirement Plan.
(mm)    Section 409A: Section 409A of the Code.

14



(nn)    Separation from Service: A Participant’s separation from service with the Yum! Brands Organization, within the meaning of Section 409A(a)(2)(A)(i). The term may also be used as a verb (i.e., “Separates from Service”) with no change in meaning. Notwithstanding the preceding sentence, a Participant’s transfer to an entity owned 20% or more by the Company will not constitute a Separation of Service to the extent permitted by Section 409A. A Participant’s “Final Separation from Service” is the date of his Separation from Service that most recently precedes his Annuity Starting Date; provided, however, that to the extent a Participant is reemployed after an Annuity Starting Date, he will have a new Final Separation from Service with respect to any benefits to which he becomes entitled as a result of his reemployment. The following principles shall generally apply in determining when a Separation from Service occurs:
(1)    A Participant separates from service with the Company if the Employee dies, retires, or otherwise has a termination of employment with the Company. Whether a termination of employment has occurred is determined based on whether the facts and circumstance indicate that the Company and the Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Employee would perform after such date (as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period in which the Employee provided services to the Company if the Employee has been providing services for less than 36 months).

15



(2)    An Employee will not be deemed to have experienced a Separation from Service if such Employee is on military leave, sick leave, or other bona fide leave of absence, to the extent such leave does not exceed a period of six months or, if longer, such longer period of time during which a right to re-employment is protected by either statute or contract. If the period of leave exceeds six months and the individual does not retain a right to re-employment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period.
(3)    If an Employee provides services both an as employee and as a member of the Board of Directors of the Company, the services provided as a Director are generally not taken into account in determining whether the Employee has Separated from Service as an Employee for purposes of the Plan, in accordance with final regulations under Section 409A
(oo)     Service: The period of a Participant's employment calculated in accordance with Section 3.2 for purposes of determining his entitlement to benefits under the Plan.

16



(pp)     Single Life Annuity: A level monthly Annuity payable to a Participant for his life only, with no survivor benefits to his Eligible Spouse or any other person.
(qq)    Single Lump Sum: The distribution of a Participant's total Pension in the form of a single payment, which payment shall be the Actuarial Equivalent of the Participant’s 409A Pension as of the Participant’s Normal Retirement Date (or Late Retirement Date, if applicable), but not less than the Actuarial Equivalent of the Participant’s 409A Pension as of the Participant’s Early Retirement Date, in the case of a Participant who is entitled to an immediate Early 409A Retirement Pension.
(rr)     Social Security Act: The Social Security Act of the United States, as amended, an enactment providing governmental benefits in connection with events such as old age, death and disability. Any reference herein to the Social Security Act (or any of the benefits provided thereunder) shall be taken as a reference to any comparable governmental program of another country, as determined by the Plan Administrator, but only to the extent the Plan Administrator judges the computation of those benefits to be administratively feasible.
(ss)     Taxable Wage Base: The contribution and benefit base (as determined under section 230 of the Social Security Act) in effect for the Plan Year.
(tt)     Vested Pension: The Pension available to a Participant under Section 4.3. The term “409A Vested Pension” shall be used to refer to the portion of a Vested Pension that is derived from the 409A Program. The term “Pre-409A Vested Pension” shall be used to refer to the portion of a Vested Pension that is derived from the Pre-409A Program.

17



(uu)     Yum! Brands Organization: The controlled group of organizations of which the Company is a part, as defined by Code section 414 and regulations issued thereunder. An entity shall be considered a member of the Yum! Brands Organization only during the period it is one of the group of organizations described in the preceding sentence.
2.2    Construction:
The terms of the Plan shall be construed in accordance with this section.
(a)    Gender and Number: The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.
(b)    Compounds of the Word “Here”: The words “hereof”, “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan, not to any particular provision or section.
(c)    Examples: Whenever an example is provided or the text uses the term “including” followed by a specific item or items, or there is a passage having a similar effect, such passages of the Plan shall be construed as if the phrase “without limitation” followed such example or term (or otherwise applied to such passage in a manner that avoids limits on its breadth of application).    
(d)    Subdivisions of the Plan Document: This Plan document is divided and subdivided using the following progression: articles, sections, subsections, paragraphs, subparagraphs, clauses and sub-clauses. Articles are designated by capital roman numerals. Sections are designated by Arabic numerals containing a decimal point. Subsections are designated by lower-case letters in parentheses. Paragraphs are

18


designated by Arabic numerals in parentheses. Subparagraphs are designated by lower-case roman numerals in parentheses. Clauses are designated by upper-case letters in parentheses. Sub-clauses are designated by upper-case roman numerals in parentheses. Any reference in a section to a subsection (with no accompanying section reference) shall be read as a reference to the subsection with the specified designation contained in that same section. A similar rule shall apply with respect to paragraph references within a subsection and subparagraph references within a paragraph.


19


ARTICLE III
PARTICIPATION AND SERVICE
3.1    Participation:
An Employee shall be a Participant in the Plan during the period:
(a)     When he would be currently entitled to receive a Pension under the Plan if his employment terminated at such time, or
(b)     When he would be so entitled but for the vesting requirement of Section 4.7.
It is expressly contemplated that an Employee, who is entitled to receive a Pension under the Plan as of a particular time, may subsequently cease to be entitled to receive a Pension under the Plan.
3.2    Service:
A Participant's entitlement to a Pension and to a Pre-Retirement Spouse's Pension for his Eligible Spouse shall be determined under Article IV based upon his period of Service. A Participant's period of Service shall be determined under Article III of the Salaried Plan. If a Participant’s period of Service (as so determined) would extend beyond the Participant’s Separation from Service date because of a leave of absence, the Plan Administrator may provide for determining the Participant’s 409A Pension at Separation from Service by projecting the benefit the Participant would have if all such Service were taken into account under the Plan.
3.3    Credited Service:
The amount of a Participant's Pension and a Pre-Retirement Spouse's Pension shall be based upon the Participant's period of Credited Service, as determined under Article III of the Salaried Plan. If a Participant’s period of Credited Service (as so determined) would extend

20


beyond the Participant’s Separation from Service date because of a leave of absence, the Plan Administrator may provide for determining the Participant’s 409A Pension at Separation from Service by projecting the benefit the Participant would have if all such Service were taken into account under the Plan.


21


ARTICLE IV
REQUIREMENTS FOR BENEFITS
A Participant shall be eligible to receive a Pension and a surviving Eligible Spouse shall be eligible for certain survivor benefits as provided in this Article. The amount of any such Pension or survivor benefit shall be determined in accordance with Article V.
4.1    Normal 409A Retirement Pension:
A Participant shall be eligible for a Normal 409A Retirement Pension if he is employed in an eligible classification and Separates from Service after attaining Normal Retirement Age (provided, however, that with respect to determining the form of payment to which a Participant is entitled under Article VI, the eligible classification requirement shall be ignored).
4.2    Early 409A Retirement Pension:
A Participant shall be eligible for an Early 409A Retirement Pension if he is employed in an eligible classification and Separates from Service prior to attaining Normal Retirement Age but after attaining at least age 55 and completing 10 or more years of Elapsed Time Service (provided, however, that with respect to determining the form of payment to which a Participant is entitled under Article VI, the eligible classification requirement shall be ignored).
4.3    409A Vested Pension:
A Participant who is vested under Section 4.7 shall be eligible to receive a 409A Vested Pension if he is employed in an eligible classification under the Salaried Plan and Separates from Service before he is eligible for a Normal 409A Retirement Pension or an Early 409A Retirement Pension (provided, however, that with respect to determining the form of payment to which a Participant is entitled under Article VI, the eligible classification requirement shall be

22


ignored). A Participant who terminates employment prior to satisfying the vesting requirement in Section 4.7 shall not be entitled to receive a Pension under this Plan.
4.4    Late 409A Retirement Pension:
A Participant who continues without a Separation from Service after his Normal Retirement Age shall not receive a Pension until his Late Retirement Date. Thereafter, a Participant shall be eligible for a Late Retirement Pension determined in accordance with Section 4.4 of the Salaried Plan (but without regard to any requirement for notice of suspension under ERISA section 203(a)(3)(B) or any adjustment as under Section 5.5(d) of the Salaried Plan).
4.5    409A Disability Pension:
A Participant shall be eligible for a 409A Disability Pension if he meets the requirements for a Disability Pension under the Salaried Plan. A Participant’s 409A Disability Pension, if any, shall generally be comprised of two parts. The first part shall represent the benefits with respect to a disabled Participant’s Credited Service through the day of the Participant’s Separation from Service (i.e., the Participant’s “Pre-Separation Accruals”). In the event the disabled Participant continues to receive Credited Service related to the disability after such Separation from Service, the Participant’s 409A Disability Pension shall have a second part, which shall represent all benefits accrued with respect to Credited Service from the date immediately following the Participant’s Separation from Service until the earliest of the Participant’s (i) attainment of age 65, (ii) benefit commencement date under the Salaried Plan or (iii) recovery from the disability (i.e., the Participant’s “Post-LTD Accruals”).
4.6    Pre-Retirement Spouse's 409A Pension:
Any Pre-Retirement Spouse's 409A Pension is payable under this section only in the event the Participant dies prior to his Annuity Starting Date. Any Pre-Retirement Spouse’s 409A

23


Pension payable on behalf of a Participant shall commence as of the first day of the month following the Participant’s death. and, subject to Section 4.9, shall be paid as either (a) a lump sum, if the Participant would have been entitled to a 409A Retirement Pension on the date of his death, or (b) a monthly annuity for the life of the Eligible Spouse, if the Participant would have been entitled to a 409A Vested Pension on the date of his death.
(a)     Active, Disabled and Retired Employees: A Pre-Retirement Spouse's 409A Pension shall be payable under this subsection to a Participant's Eligible Spouse (if any) who is entitled under the Salaried Plan to the special pre-retirement spouse's pension for survivors of active, disabled and retired employees. The amount (if any) of such Pension shall be determined in accordance with the provisions of Section 5.3 (with the 409A Pension, if any, determined after application of Section 5.6).
(b)     Vested Employees: A Pre-Retirement Spouse's 409A Pension shall be payable under this subsection to a Participant's Eligible Spouse (if any) who is entitled under the Salaried Plan to the pre-retirement spouse's pension for survivors of vested terminated Employees. The amount (if any) of such Pension shall be determined in accordance with the provisions of Section 5.3 (with the 409A Pension, if any determined after application of Section 5.6). If pursuant to this Section 4.6(b) a Participant has Pre-Retirement Spouse's coverage in effect for his Eligible Spouse, any Pension calculated for the Participant under Section 5.2(b) shall be reduced for each year such coverage is in effect by the applicable percentage set forth below (based on the Participant's age at the time the coverage is in effect) with a pro rata reduc-tion for any portion of a year. No reduction shall be made for coverage in effect within the 90‑day period following a Participant's termination of employment.

24




Attained Age Annual Charge

Up to 35 0.00 %
35 -- 39 0.075 %
40 -- 44 0.10 %
45 -- 49 0.175 %
50 -- 54 0.30 %
55 -- 59 0.50 %
60 -- 64 0.50 %

4.7    Vesting:
A Participant shall be fully vested in, and have a nonforfeitable right to, his Accrued Benefit at the time he becomes fully vested in his accrued benefit under the Salaried Plan.
4.8    Time of Payment:
The distribution of a Participant's 409A Pension shall commence as of the time specified in Section 6.1, subject to Section 6.6.
4.9    Cashout Distributions:
Notwithstanding the availability or applicability of a different form of payment under Article VI, the following rules shall apply in the case of certain small benefit Annuity payments:
(a)     Distribution of Participant's 409A Pension: If at a Participant's Annuity Starting Date the Actuarial Equivalent lump sum value of the Participant's 409A Pension is equal to or less than Cashout Limit, the Plan Administrator shall distribute to the Participant such lump sum value of the Participant's 409A Pension. Notwithstanding the preceding sentence, for Annuity Starting Dates prior to December 1, 2012, a Participant shall be cashed out under this subsection if, at the Participant’s Annuity Starting Date, the Actuarial Equivalent lump sum value of the Participant’s PEP Pension is equal to or less than $15,500.

25



(b)     Distribution of Pre-Retirement Spouse's 409A Pension Benefit: If at the time payments are to commence to an Eligible Spouse under Section 4.6, the Actuarial Equivalent lump sum value of the PEP Pre-Retirement Spouse's 409A Pension to be paid is equal to or less than the Cashout Limit, the Plan Administrator shall distribute to the Eligible Spouse such lump sum value of the PEP Pre-Retirement Spouse's 409A Pension. Notwithstanding the preceding sentence, for Annuity Starting Dates prior to December 1, 2012, an Eligible Spouse shall be cashed out under this subsection if the Actuarial Equivalent lump sum value of the Eligible Spouse’s PEP Pre-Retirement Spouse’s Pension is equal to or less than $15,500.
(c)    Special Cashout of 409A Vested Pensions: In addition to the normal cashout rule in subsection (a) above, the Plan Administrator shall have discretion under this subsection to cash out a 409A Vested Pension in a single lump sum prior to the date that would apply under subsection (a).
(1)    The Plan Administrator shall have discretion under this subsection to cash out in a single lump sum any 409A Vested Pension that, as of December 1, 2012 - (i) has not otherwise had its Annuity Starting Date occur, (ii) has an Actuarial Equivalent lump sum value that is equal to or less than the Cashout Limit as of such date, and (iii) is practicable to calculate and distribute (as determined pursuant to the exercise of the Plan Administrator’s discretion), with such cashout being made on December 1, 2012.
(2)    The Plan Administrator shall also have discretion under this subsection to cash out in a single lump sum any 409A Vested Pension that, as of the first of any month in 2013, 2014 or 2015 specified by the Plan Administrator

26


pursuant to the exercise of its discretion - (i) has not otherwise had its Annuity Starting Date occur, (ii) has an Actuarial Equivalent lump sum value that is equal to or less than the Cashout Limit as of such date, and (iii) is practicable to calculate and distribute (as determined pursuant to the exercise of the Plan Administrator’s discretion), with such cashout being made on the first of the month specified.
Not later than November 30, the Plan Administrator shall memorialize in writing the exercise of its discretion under paragraph (1) above to select Vested Pensions for cashout on December 1, 2012, through the creation of a written list (as an exhibit to this Plan document or otherwise, including a list in electronic form) of Participants with 409A Vested Pensions who will be cashed out. In addition, not later than the day before the date specified pursuant to paragraph (2) above, the Plan Administrator shall memorialize in writing the exercise of its discretion under this subsection to select Vested Pensions for cashout on the specified date, through the creation of a written list (as an exhibit to this Plan document or otherwise, including a list in electronic form) of Participants with 409A Vested Pensions who will be cashed out. No Participant or Eligible Spouse shall be given a direct or indirect election with respect to whether a Vested Pension will be cashed out under this subsection (c).
Any lump sum distributed under this section shall be in lieu of the Pension that otherwise would be distributable to the Participant or Eligible Spouse (or both) hereunder. The cashout provisions described in subsections (a) through (c) above are intended to be “limited cashout” features within the meaning of Treasury Regulations § 1.409A-3(j)(4)(v), and they shall be interpreted and applied consistently with this. Accordingly, in determining if an applicable dollar limit is

27


satisfied, a Participant’s entire benefit under this Plan that is subject to Section 409A and all benefits subject to Section 409A under all nonaccount balance plans (within the meaning of Treasury Regulation § 1.409A-1(c)(2)(i)(C)) shall be taken into account (the “applicable benefit”), and a Participant’s entire applicable benefit must be cashed out as of the time in question as a condition to any payout under this Section. In addition, a cashout under this Section shall not cause an applicable benefit to be paid out before completing any applicable six-month delay (see, e.g., Section 6.6).
4.10    Reemployment of Certain Participants:
(a)    Reemployment After Annuity Starting Date. In the case of a current or former Participant who is receiving his Pension as an Annuity under Section 6.1(b), and who is reemployed after his Annuity Starting Date, payment of this existing Pension will continue to be paid in the same form as it was paid prior to his reemployment.
(b)     Reemployment Before Annuity Starting Date. If a Participant is reemployed before the Annuity Starting Date of his Pension related to his prior employment, such Pension shall be paid as follows:    
(1)     To the extent such Pension is a 409A Pension, the Participant’s reemployment shall have no impact on the payment of such Pension, i.e., such 409A Pension shall be paid as originally scheduled (determined based on his prior Separation from Service).
(2)     To the extent such Pension is (or was) a Pre-409A Pension, the Participant is not a Continuing Grandfathered Participant, such Pension benefit shall be paid and administered as though it were subject to Article VI of this 409A

28


Program, with the payment schedule determined based on the Separation from Service that follows the Participant’s reemployment.
(c)    Benefit Enhancements During Period of Reemployment. In the case of a Participant who first becomes eligible for a Retirement Pension under the Salaried Program based upon his period of reemployment, the value of the enhancement in the Participant’s Pension resulting from the availability of the Salaried Plan’s more favorable early commencement reduction factors for Retirement Pensions shall be treated as a separate benefit under the 409A Program and shall be payable based on the Participant’s Separation from Service that follows his reemployment.
Any additional benefit accrued by a Participant described in paragraph (1) or (2) above during his period of reemployment shall be an additional benefit under the 409A Program, and its payment schedule shall be determined based on the Separation from Service that follows his reemployment.


29


ARTICLE V
AMOUNT OF RETIREMENT PENSION
When a 409A Pension becomes payable to or on behalf of a Participant under this Plan, the amount of such 409A Pension shall be determined under Section 5.1, 5.2 or 5.3 (whichever is applicable), subject to any adjustments required under Sections 4.6(b), 5.4 and 5.5.
5.1    Participant’s 409A Pension:
(a)     Calculating the 409A Pension: A Participant's 409A Pension shall be calculated as follows (on the basis specified in subsection (b) below and using the definitions appearing in subsection (c) below):
(1)     His Total Pension, reduced by
(2)     His Salaried Plan Pension, and then, solely in the case of a Participant who is a Continuing Grandfathered Participant, further reduced by (but not below zero)
(3)     His Pre-409A Pension.
5.2    PEP Guarantee:
A Participant who is eligible under subsection (a) below shall be entitled to a PEP Guarantee benefit determined under subsection (b) below. In the case of other Participants, the PEP Guarantee shall not apply.
(a)     Eligibility: A Participant shall be covered by this section if the Participant has 1988 pensionable earnings from an Employer of at least $75,000. For purposes of this section, “1988 pensionable earnings” means the Participant's remuneration for the 1988 calendar year, which was recognized for benefit received under the Salaried Plan as

30


in effect in 1988. “1988 pensionable earnings” does not include remuneration from an entity attributable to any period when that entity was not an Employer.
(b)     PEP Guarantee Formula: The amount of a Participant's PEP Guarantee shall be determined under the applicable formula in paragraph (1), subject to the special rules in paragraph (2).
(1)     Formulas: The amount of a Participant's Pension under this paragraph shall be determined in accordance with subparagraph (i) below. However, if the Participant was actively employed by the Yum! Brands Organization in a classification eligible for the Salaried Plan prior to July 1, 1975, the amount of his Pension under this paragraph shall be the greater of the amounts determined under subparagraphs (i) and (ii), provided that subparagraph (ii)(B) shall not apply in determining the amount of a Vested Pension.
(i)     Formula A: The Pension amount under this subparagraph shall be:
(A)     3 percent of the Participant's Highest Average Monthly Earnings for the first 10 years of Credited Service, plus
(B)     1 percent of the Participant's Highest Average Monthly Earnings for each year of Credited Service in excess of 10 years, less
(C)     1-2/3 percent of the Participant's Primary Social Security Amount multiplied by years of Credited Service not in excess of 30 years.

31



In determining the amount of a Vested Pension under this Formula A, the Pension shall first be calculated on the basis of (I) the Credited Service the Participant would have earned had he remained in the employ of the Employer until his Normal Retirement Age, and (II) his Highest Average Monthly Earnings and Primary Social Security Amount at his Separation from Service, and then shall be reduced by multiplying the resulting amount by a fraction, the numerator of which is the Participant's actual years of Credited Service on his Separation from Service and the denominator of which is the years of Credited Service he would have earned had he remained in the employ of an Employer until his Normal Retirement Age.
(ii)    Formula B: The Pension amount under this subparagraph shall be the greater of (A) or (B) below:
(A)    1-1/2 percent of Highest Average Monthly Earnings times the number of years of Credited Service, less 50 percent of the Participant's Primary Social Security Amount, or
(B)    3 percent of Highest Average Monthly Earnings times the number of years of Credited Service up to 15 years, less 50 percent of the Participant's Primary Social Security Amount.
In determining the amount of a Disability Pension under Formula A or B above, the Pension shall be calculated on the basis of the Participant's Credited Service (determined in accordance with Section 3.3(d)(3) of the Salaried Plan), and his

32


Highest Average Monthly Earnings and Primary Social Security Amount at the date of disability.
(2)     Calculation: The amount of the PEP Guarantee shall be determined pursuant to paragraph (1) above, subject to the following special rules:
(i)     Subsidized 50 Percent Joint and Survivor Annuity: Subject to subparagraph (iii) below and the last sentence of this subparagraph, if the Participant has commenced receipt of an Annuity under this section, the Participant's beneficiary shall be entitled to receive a survivor annuity equal to 50 percent of the Participant's Annuity under this section, with no corresponding reduction in such Annuity for the Participant. Annuity payments to a surviving beneficiary shall begin on the first day of the month coincident with or following the Participant's death and shall end with the last monthly payment due prior to the beneficiary’s death. If the beneficiary is more than 10 years younger than the Participant, the survivor benefit payable under this subparagraph shall be adjusted as provided below.
(A)     For each full year more than 10 but less than 21 that the surviving beneficiary is younger than the Participant, the survivor benefit payable to such beneficiary shall be reduced by 0.8 percent.
(B)     For each full year more than 20 that the surviving beneficiary is younger than the Participant, the survivor benefit

33


payable to such beneficiary shall be reduced by an additional 0.4 percent.
(ii)     Reductions: The following reductions shall apply in determining a Participant's PEP Guarantee.
(A)     If the Participant will receive an Early Retirement Pension, the payment amount shall be reduced by 3/12ths of 1 percent for each month by which the benefit commencement date precedes the date the Participant would attain his Normal Retirement Date.
(B)     If the Participant is entitled to a Vested Pension, the payment amount shall be reduced to the actuarial equivalent of the amount payable at his Normal Retirement Date (if payment commences before such date), and the Section 4.6(b) reductions for any Pre-Retirement Spouse's coverage shall apply.
(C)     This clause applies if the Participant will receive his Pension in a form that provides an Eligible Spouse benefit, continuing for the life of the surviving spouse, that is greater than that provided under subparagraph (i). In this instance, the Participant's Pension under this section shall be reduced so that the total value of the benefit payable on the Participant's behalf is the actuarial equivalent of the Pension otherwise payable under the foregoing provisions of this section.

34



(iii)     Lump Sum Conversion: The amount of the Retirement Pension determined under this section for a Participant whose Retirement Pension will be distributed in the form of a lump sum shall be the actuarial equivalent of the Participant's PEP Guarantee determined under this section, taking into account the value of any survivor benefit under subparagraph (i) above and any early retirement reductions under subparagraph (ii)(A) above.
For purposes of this paragraph (2) (and other provisions of the 409A Program, to the extent deemed necessary by the Plan Administrator to effectuate the purposes of the PEP Guarantee), actuarial equivalence shall be determined taking into account - (i) the PEP Guarantee’s purpose to preserve substantially the value of a benefit under the pre-1989 terms of the Plan (including the subsidized survivor benefit that was available), and (ii) the 409A Program’s design that offers alternative annuities that are considered actuarial equivalent for purposes of Section 409A (including taking into account the special rule for subsidized joint and survivor annuities in Treasury Regulation § 1.409A-3(b)(ii)(C)).
For the avoidance of doubt, because the latter requires - (I) the single life annuity to be at least as great as a Participant’s lifetime annuity benefit under a subsidized joint and survivor annuity, thus the single life annuity payable to a Participant who is eligible for the PEP Guarantee shall not be less than required to meet this standard (as interpreted), with a corresponding impact on any available life and period certain annuities, and (II) the annuities available to an unmarried participant to be Section 409A actuarially equivalent to those that would be available if the Participant were married,

35


thus the annuities available to an unmarried Participant shall not be less than required to meet this standard (as interpreted). The interpretations contemplated by the preceding sentence shall be made by the Plan Administrator, using such factors for actuarial equivalence as the Plan Administrator deems, from time to time and in its discretion, to be appropriate and compliant with Section 409A.
An Eligible Spouse’s “Total Pre-Retirement Spouse’s Pension” and “Salaried Plan Pre-Retirement Spouse’s Pension” shall be determined without regard to Section 9.7(b) of the Salaried Plan (forfeiture of missing participant’s benefit).
5.3    Amount of Pre-Retirement Spouse's 409A Pension:
The monthly amount of the Pre-Retirement Spouse's 409A Pension payable to a surviving Eligible Spouse under Section 4.6 shall be determined under subsection (a) below.
(a)     Calculation: An Eligible Spouse's Pre-Retirement Spouse's 409A Pension shall be the difference between:
(1)     The Eligible Spouse's Total Pre-Retirement Spouse's Pension, reduced by
(2)     The Eligible Spouse's Salaried Plan Pre-Retirement Spouse's Pension, and then, solely in the case of an Eligible Spouse whose Annuity Starting Date is before March 1, 2010, or (ii) whose spouse was a Pre-2005 Participant, further reduced by (but not below zero)
(3)    The Eligible Spouse's Pre-Retirement Spouse's Pension derived from the Pre-409A Program.
(b)     Definitions: The following definitions apply for purposes of this section.

36



(1)     An Eligible Spouse's “Total Pre-Retirement Spouse's Pension” means the greater of:
(i)     The amount of the Eligible Spouse's pre-retirement spouse's pension determined under the terms of the Salaried Plan, but without regard to: (A) the limitations imposed by sections 401(a)(17) and 415 of the Code (as such limitations are interpreted and applied under the Salaried Plan), and (B) the actuarial adjustment under Section 5.5(d) of the Salaried Plan; or
(ii)     The amount (if any) of the Eligible Spouse's PEP Guarantee Pre-Retirement Spouse's Pension determined under subsection (c).
In making this comparison, the benefits in subparagraphs (i) and (ii) above shall be calculated as if payable as of what would be the Normal Retirement Date of the Participant related to the Eligible Spouse.
(2)    An “Eligible Spouse's Salaried Plan Pre-Retirement Spouse’s Pension” means the Pre-Retirement Spouse’s Pension that would be payable to the Eligible Spouse under the terms of the Salaried Plan.
(3)    An “Eligible Spouse’s Pre-Retirement Spouse’s Pension derived from the Pre-409A Program” means the Pre-Retirement Spouse’s Pension that would be payable to the Eligible Spouse under the terms of the Pre-409A Program.
(c)     PEP Guarantee Pre-Retirement Spouse's Pension: An Eligible Spouse's PEP Guarantee Pre-Retirement Spouse's Pension shall be determined in accordance with

37


paragraph (1) or (2) below, whichever is applicable, with reference to the PEP Guarantee (if any) that would have been available to the Participant under Section 5.2.
(1)     Normal Rule: The Pre-Retirement Spouse's Pension payable under this paragraph shall be equal to the amount that would be payable as a survivor annuity, under a Qualified Joint and Survivor Annuity, if the Participant had:
(i)     Separated from Service on the date of death (or, if earlier, his actual Separation from Service);
(ii)     Commenced a Qualified Joint and Survivor Annuity on the same date payments of the Qualified Pre-Retirement Spouse's Pension are to commence; and
(iii)     Died on the day immediately following such commencement.
(2)     Special Rule for Active and Disabled Employees: Notwithstanding paragraph (1) above, the Pre‑Retirement Spouse's Pension paid on behalf of a Participant described in Section 4.6(a) shall not be less than an amount equal to 25 percent of such Participant's PEP Guarantee (if any) determined under Section 5.2. For this purpose, Credited Service shall be determined as provided in Section 3.3(d)(2) of the Salaried Plan, and the deceased Participant's Highest Average Monthly Earnings, Primary Social Security Amount and Covered Compensation shall be determined as of his date of death. A Pre-Retirement Spouse's Pension under this paragraph is not reduced for early commencement.

38



Principles similar to those applicable under (i) Section 5.1(b), and (ii) the last sentence of Section 5.2(b)(2) shall apply in determining the Pre-Retirement Spouse’s 409A Pension under this section.
5.4    Certain Adjustments:
Pensions determined under the foregoing sections of this Article are subject to adjustment as provided in this section. For purposes of this section, “specified plan” shall mean the Salaried Plan or a nonqualified pension plan similar to this Plan. A nonqualified pension plan is similar to this Plan if it is sponsored by a member of the Yum! Brands Organization and if its benefits are not based on participant pay deferrals (this category of similar plans includes the Yum! Brands, Inc. Pension Equalization Plan).
(a)    Adjustments for Rehired Participants: This subsection shall apply to a current or former Participant who is reemployed after his Annuity Starting Date and whose benefit under the Salaried Plan is recalculated based on an additional period of Credited Service. In the event of any such recalculation, the Participant's PEP Pension shall also be recalculated hereunder to the maximum extent permissible under Section 409A. For this purpose and to the maximum extent permissible under Section 409A, the PEP Guarantee under Section 5.2 is adjusted for in-service distributions and prior distributions in the same manner as benefits are adjusted under the Salaried Plan, but by taking into account benefits under this Plan and any specified plans.
(b)    Adjustment for Increased Pension Under Other Plans: If the benefit paid under a specified plan on behalf of a Participant is increased after PEP benefits on his behalf have been determined (whether the increase is by order of a court, by agreement of the plan administrator of the specified plan, or otherwise), then the PEP benefit for the

39


Participant shall be recalculated to the maximum extent permissible under Section 409A. If the recalculation identifies an overpayment hereunder, the Plan Administrator shall take such steps as it deems advisable to recover the overpayment. It is specifically intended that there shall be no duplication of payments under this Plan and any specified plans to the maximum extent permissible under Section 409A.
5.5    Excludable Employment:
An executive who has signed a written agreement with the Company pursuant to which the individual either (i) waives eligibility under the Plan (even if the individual otherwise meets the definition of Employee under the Plan), or (ii) agrees not to participate in the Plan, shall not thereafter become entitled to a benefit or to any increase in benefits in connection with such employment (whichever applies). Written agreements may be entered into either before or after the executive becomes eligible for or begins participation in the Plan, and such written agreement may take any form that is deemed effective by the Company. This Section 5.5 shall apply with respect to agreements that are entered into on or after January 1, 2009.
5.6    Pre-409A Pension:
A Participant’s Pre-409A Pension is the portion of the Participant’s Pension that is grandfathered under Treasury Regulation § 1.409A-6(a)(3)(i) and (iv). Principles similar to those applicable under (i) Section 5.1(b), and (ii) the last sentence of Section 5.2(b)(2) shall apply in determining the Pre-409A Pension under this section. A Participant shall have a Pre-409A Pension only if he is a Continuing Grandfathered Participant.


40


ARTICLE VI
DISTRIBUTION OF BENEFITS
The terms of this Article govern (i) the distribution of benefits to a Participant who becomes entitled to a 409A Pension, and (ii) the continuation of benefits (if any) to such Participant’s beneficiary following the Participant’s death. The distribution of a Pre-409A Pension is governed by the terms of the Pre-409A Program.
6.1    Form and Timing of Distributions:
Benefits under the 409A Program shall be distributed as follows:
(a)    409A Retirement Pension: The following rules govern the distribution of a Participant’s 409A Retirement Pension:
(1)    Generally: A Participant’s 409A Retirement Pension shall be distributed as a Single Lump Sum on the first day of the month that is coincident with or next follows the Participant’s Retirement Date, subject to paragraph (2) and Section 6.6 (delay for Key Employees).
(2)    Prior Payment Election: Notwithstanding paragraph (1), a Participant who is entitled to a 409A Retirement Pension and who made an election (i) either (A) up to and including December 31, 2006, or (B) between January 1, 2008 and December 31, 2008 (inclusive), and (ii) at least six months prior to and in a calendar year prior to the Participant’s Annuity Starting Date shall receive his benefit in accordance with such payment election. A payment election allowed a Participant to choose either (i) to receive a distribution of his benefit in an Annuity form, (ii) to commence distribution of his benefit at a time other than as provided in paragraph 6.1(a)(1), or both (i) and (ii). Except as

41


provided in Appendix A, a payment election made by a Participant who is only eligible to receive a Vested Pension on his Separation from Service shall be disregarded. Subject to Section 4.9 (cashouts), a Participant who has validly elected to receive an Annuity shall receive his benefit as a Qualified Joint and Survivor Annuity if he is married or as a Single Life Annuity if he is unmarried, unless he elects one of the optional forms of payment described in Section 6.2 in accordance with the election procedures in Section 6.3(a). A Participant shall be considered married if he is married on his Annuity Starting Date. To the extent a Participant’s benefit commences later than it would under paragraph 6.1(a)(1) as a result of an election under this paragraph 6.1(a)(2), the Participant’s benefit will be paid with interest equal to that specified in Section 6.6(c), which interest shall be paid at the time elected by the Participant under this paragraph 6.1(a)(2). A Participant’s payment election under this paragraph shall apply to his entire Pension, including the portion that was administered according to the terms of the Pre-409A Program prior to March 1, 2010.
(b)    409A Vested Pension: Subject to Sections 4.9, Section 6.6 and subsection (c) below, a Participant’s 409A Vested Pension shall be distributed in accordance with paragraph (1) or (2) below, unless, in the case of a married Participant (as determined under the standards in paragraph 6.1(a)(2), above), he elects one of the optional forms of payment distributions in Section 6.2 in accordance with the election procedures in Section 6.3(a):
(1)    Separation Prior to Age 55: In the case of a Participant who Separates from Service with at least five years of Service prior to attaining age 55,

42


the Participant’s 409A Vested Pension shall be distributed as an Annuity commencing on the first of the month that is coincident with or immediately follows the date he attains age 55, which shall be the Annuity Starting Date of his 409A Vested Pension. A distribution under this subsection shall be in the form of a Qualified Joint and Survivor Annuity if the Participant is married, or as a Single Life Annuity if he is not married. A Participant shall be considered married for purposes of this paragraph if he is married on the Annuity Starting Date of his 409A Vested Pension.
(2)    Separation at Ages 55 Through 64: In the case of a Participant who Separates from Service with at least five years but less than ten years of Service and on or after attaining age 55 but prior to attaining age 65, the Participant’s 409A Vested Pension shall be distributed as an Annuity (as provided in paragraph (1) above) commencing on the first of the month that follows his Separation from Service.
(c)    Disability Pension: The portion of a Participant’s 409A Disability Pension representing Pre-Separation Accruals shall be paid on the first day of the month following the later of (i) the Participant’s attainment of age 55 and (ii) the Participant’s Separation from Service. The portion of a Participant’s 409A Disability Pension representing Pre-Separation Accruals shall be paid in the form otherwise applicable under Section 6.1(a). The portion of a Participant’s 409A Disability Pension representing Post-LTD Accruals shall be paid on the first day of the month following the Participant’s attainment of age 65 in a lump sum.

43



(d)    Special Rule for Benefits Accrued After Services Fall Below 20 Percent. If a Participant’s Separation from Service is the result of a decrease in his level of bona fide services to the Company (as an employee or independent contractor) to less than 20 percent of his average level of bona fide services performed over the immediately preceding 36-month period (or the full period in which the Participant provided services to the Company if the Participant has been providing services for less than 36 months) then all benefits accrued in a calendar year by the Participant under the Plan following his Separation from Service that relate to such reduced level of services shall be paid to the Participant in a single lump sum during the first 15 days of March of the calendar year following each calendar year during which such benefits were accrued. This subsection (d) is effective for benefits accrued on or after January 1, 2012.
6.2    Available Forms of Payment:
This section sets for the payment options available to a Participant who is entitled to a Retirement Pension under paragraph 6.1(a)(2) above or a Vested Pension under subsection 6.1(b) above.
(a)     Basic Forms: A Participant who is entitled to a Retirement Pension may choose one of the following optional forms of payment by making a valid election in accordance with the election procedures in Section 6.3(a). A Participant who is entitled to a Vested Pension and who is married on his Annuity Starting Date may choose one of the optional forms of payment available under paragraphs (1), 2(ii) or 2(iii) below with his Eligible Spouse as his beneficiary (and no other optional form of payment available under this subsection (a) shall be permitted to such a Participant). A Participant who is entitled to a Vested Pension and who is not married on his Annuity Starting Date shall

44


receive a Single Life Annuity. Each optional annuity is the actuarial equivalent of the Single Life Annuity:
(1)     Single Life Annuity Option: A Participant may receive his 409A Pension in the form of a Single Life Annuity, which provides monthly payments ending with the last payment due prior to his death.
(2)     Survivor Options: A Participant may receive his 409A Pension in accordance with one of the following survivor options:
(i)     100 Percent Survivor Option: The Participant shall receive a reduced 409A Pension payable for life, ending with the last monthly payment due prior to his death. Payments in the same reduced amount shall continue after the Participant's death to his beneficiary for life, beginning on the first day of the month coincident with or following the Participant's death and ending with the last monthly payment due prior to the beneficiary's death.
(ii)     75 Percent Survivor Option: The Participant shall receive a reduced Pension payable for life, ending with the last monthly payment due prior to his death. Payments in the amount of 75 percent of such reduced Pension shall be continued after the Participant's death to his beneficiary for life, beginning on the first day of the month coincident with or following the Participant's death and ending with the last monthly payment due prior to the beneficiary's death.
(iii)     50 Percent Survivor Option: The Participant shall receive a reduced 409A Pension payable for life, ending with the last monthly

45


payment due prior to his death. Payments in the amount of 50 percent of such reduced 409A Pension shall be continued after the Participant's death to his beneficiary for life, beginning on the first day of the month coincident with or following the Participant's death and ending with the last monthly payment due prior to the beneficiary's death. A 50 percent survivor option under this paragraph shall be a Qualified Joint and Survivor Annuity if the Participant's beneficiary is his Eligible Spouse.
(iv)     Ten Years Certain and Life Option: The Participant shall receive a reduced 409A Pension which shall be payable monthly for his lifetime but for not less than 120 months. If the retired Participant dies before 120 payments have been made, the monthly 409A Pension amount shall be paid for the remainder of the 120 month period to the Participant's primary beneficiary (or if the primary beneficiary has predeceased the Participant, the Participant's contingent beneficiary).    
For purposes of this subsection (a) (and other provisions of the 409A Program, to the extent deemed necessary by the Plan Administrator to comply with Section 409A), actuarial equivalence shall be determined in accordance with the principles of Section 409A, including as set forth in the last paragraph of Section 5.2 (regarding the determination of Section 409A actuarially equivalent annuities for Participants who are eligible for the PEP Guarantee).
(b)     Inflation Protection: The following levels of inflation protection may be provided to any Participant who elects to receive all or a part of his 409A Retirement Pension as an Annuity:

46



(1)     5 Percent Inflation Protection: A Participant's monthly benefit shall be initially reduced, but thereafter shall be increased if inflation in the prior year exceeds 5 percent. The amount of the increase shall be the difference between inflation in the prior year and 5 percent.
(2)     7 Percent Inflation Protection: A Participant's monthly benefit shall be initially reduced, but thereafter shall be increased if inflation in the prior year exceeds 7 percent. The amount of the increase shall be the difference between inflation in the prior year and 7 percent.
Benefits shall be subject to increase in accordance with this subsection each January 1, beginning with the second January 1 following the Participant's Annuity Starting Date. The amount of inflation in the prior year shall be determined based on inflation in the 12-month period ending on September 30 of such year, with inflation measured in the same manner as applies on the Effective Date for adjusting Social Security benefits for changes in the cost of living. Inflation protection that is in effect shall carry over to any survivor benefit payable on behalf of a Participant, and shall increase the otherwise applicable survivor benefit as provided above. Any election by a Participant to receive inflation protection shall be irrevocable by such Participant or his surviving beneficiary.
6.3
Procedures for Elections:
This section sets forth the procedures for making Annuity Starting Date elections (i.e., elections under Section 6.2). Subsection (a) sets forth the procedures for making a valid election of an optional form of payment under Section 6.2 and subsection (b) includes special rules for Participants with multiple Annuity Starting Dates. An election under this Article VI shall be treated as received on a particular day if it is: (i) postmarked that day, or (ii) actually received by

47


the Plan Administrator on that day. Receipt under (ii) must occur by the close of business on the date in question, which time is to be determined by the Plan Administrator. Spousal consent is not required for an election to be valid.
(a)     Election of an Optional Form of Payment: To be valid, an election of an optional form of Annuity under Section 6.2, for (i) a Participant’s 409A Retirement Pension (if a proper election was made under paragraph 6.1(a)(2)) or (ii) a Participant’s 409A Vested Terminated Pension, must be in writing, signed by the Participant, and received by the Plan Administrator at least one day prior to the Annuity Starting Date that applies to the Participant’s Pension in accordance with Section 6.1. In addition, an election under this subsection must specify one of the optional forms of payment available under Section 6.2 and a beneficiary, if applicable, in accordance with Section 6.5 below. To the extent permitted by the Plan Administrator, an election made through electronic media shall be considered to satisfy the requirement for a written election, and an electronic affirmation of such an election shall be considered to satisfy the requirement for a signed election.
(b)     Multiple Annuity Starting Dates: When amounts become payable to a Participant in accordance with Article IV, they shall be payable as of the Participant's Annuity Starting Date and the election procedures (in this section and Sections 6.1 and 6.5) shall apply to all of the Participant's unpaid accruals as of such Annuity Starting Date, with the following exception. In the case of a Participant who is rehired after his initial Annuity Starting Date and who (i) is currently receiving an Annuity that remained in pay status upon rehire, or (ii) was previously paid a lump sum distribution (other than a cashout distribution described in Section 4.9(a)), the Participant's subsequent Annuity

48


Starting Date (as a result of his subsequent Separation from Service), and the election procedures at such subsequent Annuity Starting Date, shall apply only to the portion of his benefit that accrues after his rehire. Any prior accruals that remain to be paid as of the Participant's subsequent Annuity Starting Date shall continue to be payable in accordance with the elections made at his initial Annuity Starting Date.
6.4    Determination of Marital Status: In any case in which the form of payment of a Participant’s 409A Pension is determined by his marital status on his Annuity Starting Date, the Plan Administrator shall assume the Participant is unmarried on his Annuity Starting Date unless the Participant provides notice to the Plan prior to his Annuity Starting Date, which is deemed sufficient and satisfactory by the Plan Administrator, that he is married. The Participant shall give such notification to the Plan Administrator when he makes the election described in subsection (a) above or in accordance with such other procedures that are established by the Plan Administrator for this purpose (if any). Notwithstanding the two prior sentences, the Plan Administrator may adopt rules that provide for a different outcome than specified above. Special Rules for Survivor Options:
The following special rules shall apply for the survivor options available under Section 6.2 above.
(a)     Effect of Certain Deaths: If a Participant makes an election under Section 6.3(a) to receive his 409A Retirement Pension in the form of an optional Annuity that includes a benefit for a surviving beneficiary under Section 6.2 and the Participant or his beneficiary (beneficiaries in the case of the option form of payment in Section 6.2(a)(2)(iv)) dies prior to the Annuity Starting Date of such Annuity, the election shall be disregarded. If the Participant dies after this Annuity Starting Date but before his

49


409A Retirement Pension actually commences, the election shall be given effect and the amount payable to his surviving Eligible Spouse or other beneficiary shall commence on the first day of the month following his death (any back payments due the Participant shall be payable to his estate). In the case of a Participant who has elected the form of payment described in Section 6.2(a)(2)(iv), if such Participant (i) dies after his Annuity Starting Date, (ii) without a surviving primary or contingent benefi-ciary, and (iii) before receiving 120 payments under the form of payment, then the remaining payments due under such form of payment shall be paid to the Participant's estate. If payments have commenced under such form of payment to a Participant's primary or contingent beneficiary and such beneficiary dies before payments are completed, then the remaining payments due under such form of payment shall be paid to such beneficiary's estate.
(b)     Non-spouse Beneficiaries: If a Participant's beneficiary is not his Eligible Spouse, he may not elect:
(1)     The 100 percent survivor option described in Section 6.2(a)(2)(i) if his non-spouse beneficiary is more than 10 years younger than he is, or
(2)    The 75 percent survivor option described in Section 6.2(a)(2)(ii) if his non-spouse beneficiary is more than 19 years younger than he is.
6.5    Designation of Beneficiary:
A Participant who has elected under Section 6.2 to receive all or part of his Retirement Pension in a form of payment that includes a survivor option shall designate a beneficiary who will be entitled to any amounts payable on his death. Such designation shall be made on the election form used to choose such optional form of payment or an approved election form filed under the Salaried Plan, whichever is applicable. In the case of the survivor option described in

50


Section 6.2(a)(2)(iv), the Participant shall be entitled to name both a primary beneficiary and a contingent beneficiary. A Participant (whether active or former) shall have the right to change or revoke his beneficiary designation at any time prior to his Annuity Starting Date. The designation of any beneficiary, and any change or revocation thereof, shall be made in accordance with rules adopted by the Plan Admin-istrator. A beneficiary designation shall not be effective unless and until filed with the Plan Administrator (or for periods before the Effective Date, the Plan Administrator under the Prior Plan). If no beneficiary is properly designated and a Participant elects a survivor's option described in Section 6.2(a)(2), the Participant's beneficiary shall be his Eligible Spouse. A Participant entitled to a Vested Pension does not have the right or ability to name a beneficiary; if the Participant is permitted under Section 6.2 to elect an optional form of payment, then his beneficiary shall be his Eligible Spouse on his Annuity Starting Date.
6.6    Required Delay for Key Employees:
Notwithstanding Section 6.1 above, if a Participant is classified as a Key Employee upon his Separation from Service (or at such other time for determining Key Employee status as may apply under Section 409A), then distributions to the Participant shall commence as follows:
(a)    Distribution of a Retirement Pension: In the case of a Key Employee Participant who is entitled to a 409A Retirement Pension, distributions shall commence on the earliest first of the month that is at least six months after the date the Participant Separates from Service (or, if earlier, the Participant’s death). For periods before 2009, commencement of distributions, however, shall not be delayed under the preceding sentence if the Participant’s 409A Retirement Pension was required to commence at the same time and in the same form as his pension under the Salaried Plan in accordance with subsection A.3(b) of Article A of the Appendix.

51



(b)    Distribution of a Vested Pension. In the case of a Participant who is entitled to a 409A Vested Pension, distributions shall commence as provided in Section 6.1(b), or if later, on the earliest first of the month that is at least six months after the Participant’s Separation from Service (or, if earlier, the Participant’s death). For periods before 2009, commencement of distributions, however, shall not be delayed under the preceding sentence if the Participant’s 409A Vested Pension was required to commence at the same time and in the same form as his pension under the Salaried Plan in accordance with subsection A.3(b) of Article A of the Appendix.
(c)    Interest Paid for Delay. Any payments to the Participant that are delayed in accordance with the provisions of this Section 6.6 shall be accumulated and paid as a lump sum payment, with interest equal to the rate selected from time to time by the Plan Administrator (“Specified Rate”), on the date payment occurs in accordance with subsection (a) or (b) above, whichever is applicable. If a Participant’s beneficiary or estate is paid under subsection (a) or (b) above as a result of his death, then any payments that would have been made to the Participant and that were delayed in accordance with the provisions of this Section 6.6 shall be paid as otherwise provided in the Plan, with interest equal to the Specified Rate paid from the date the Participant would have commenced his 409A Pension absent the application of this Section 6.6 until the date of actual payment of such amounts to the Participant's beneficiary or estate.
6.7    Payment of FICA and Related Income Taxes:
As provided in subsections (a) through (c) below, a portion of a Participant’s 409A Pension shall be paid as a single lump sum and remitted directly to the Internal Revenue Service (“IRS”) in satisfaction of the Participant’s FICA Amount and the related withholding of income

52


tax at source on wages (imposed under Code Section 3401 or the corresponding withholding provisions of the applicable state, local or foreign tax laws as a result of the payment of the FICA Amount) and the additional withholding of income tax at source on wages that is attributable to the pyramiding of wages and taxes.
(a)    Timing of Payment: As of the date that the Participant’s FICA Amount and related income tax withholding are due to be deposited with the IRS, a lump sum payment equal to the Participant’s FICA Amount and any related income tax withholding shall be paid from the Participant’s 409A Pension and remitted to the IRS (or other applicable tax authority) in satisfaction of such FICA Amount and income tax withholding related to such FICA Amount. The classification of a Participant as a Key Employee (as defined in Section 2.1(r)) shall have no effect on the timing of the lump sum payment under this subsection (a).
(b)    Reduction of 409A Pension. To reflect the payment of a Participant’s FICA Amount and any related income tax liability, the Participant’s 409A Pension shall be reduced, effective as of the date for payment of the lump sum in accordance with subsection (a) above, with such reduction being the Actuarial Equivalent of the lump sum payment used to satisfy the Participant’s FICA Amount and related income tax withholding. It is expressly contemplated that this reduction may occur effective as of a date that is after the date payment of a Participant’s 409A Pension commences.
(c)    No Effect on Commencement of 409A Pension. The Participant’s 409A Pension shall commence in accordance with the terms of this Plan. The lump sum payment to satisfy the Participant’s FICA Amount and related income tax withholding shall not affect the time of payment of the Participant’s actuarially reduced 409A

53


Pension, including not affecting any required delay in payment to a Participant who is classified as a Key Employee.
6.8    Correction of Payments Affected by Other Nonqualified Plans.
Effective January 1, 2009, this Section 6.8 shall apply notwithstanding the provisions of the Plan (other than Sections 6.6, 6.7, 9.3 and 9.4) that would otherwise determine the time and form of payment. To the extent that any amount deferred under the Plan for a Participant is or could be determined by, or the time or form of payment is or could be affected by, the amount deferred under, or the payment provisions of, one or more other nonqualified deferred compensation plans (each an “Offset Plan”), the time and form of payments under this Plan and any Offset Plan shall be identical.
(1)If there is any potential for the time and form of payments under this Plan and any Offset Plan not being identical, then the following shall apply. Any permissible payment event under Section 409A that is a payment event under any of these plans shall be an applicable payment event under all such plans. If the plans contain the same permissible payment event under Section 409A, but the payment event is defined differently under at least one of the plans, the payment event shall be defined for all plans using the narrowest of the applicable definitions (meaning the definition resulting in the smallest scope of events that would constitute payment events). If the plans contain the same permissible payment event under Section 409A, but the schedule of payments following the payment event is different under at least one of the plans, the schedule of payments under all plans shall be the payment schedule resulting in, or potentially resulting in, the latest final payment date, and if the payment schedules result in,

54


or potentially result in, the same latest final payment date, the payment schedule commencing, or potentially commencing, at the latest possible date, and if those dates are the same, the payment schedule generally resulting in the amount deferred being paid at the latest dates.
(2)For purposes of apply the second sentence of this Section, the determination of which other plans “could” affect this Plan (thus causing the other plans to be Offset Plans) shall be sufficiently encompassing to satisfy Section 409A (without being more encompassing than necessary to satisfy Section 409A). In addition, the provisions of this Section 6.8 shall apply under any Offset Plan, effective January 1, 2009, notwithstanding any contrary provisions in such Offset Plan. This Section 6.8 shall at all times be interpreted to comply with IRS Notice 2010-6, § XI, as modified and supplemented by subsequent IRS guidance.



55


ARTICLE VII
ADMINISTRATION
7.1    Authority to Administer Plan:
The Plan shall be administered by the Plan Administrator, which shall have the authority to interpret the Plan and issue such regulations as it deems appropriate. The Plan Administrator shall maintain Plan records and make benefit calculations, and may rely upon information furnished it by the Participant in writing, including the Participant's current mailing address, age and marital status. The Plan Administrator's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned. The Company, in its capacity as Plan Administrator or in any other capacity, shall not be a fiduciary of the Plan for purposes of ERISA, and any restrictions that apply to a party in interest under section 406 of ERISA shall not apply to the Company or otherwise under the Plan.
7.2    Facility of Payment:
Whenever, in the Plan Administrator's opinion, a person entitled to receive any payment of a benefit or installment thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Plan Administrator may make payments to such person or to the legal representative of such person for his benefit, or the Plan Administrator may apply the payment for the benefit of such person in such manner as it considers advisable. Any payment of a benefit or installment thereof in accordance with the provisions of this section shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan.

56



7.3    Claims Procedure:
Any Participant or beneficiary may file a claim, if he/she believes that he/she has not received his/her full benefits from this Plan. If an assertion of any right to a benefit by or on behalf of a Participant or beneficiary (a “claimant”) is wholly or partially denied, the Plan Administrator, or a party designated by the Plan Administrator, will provide such claimant within the 90-day period following the receipt of the claim by the Plan Administrator, a comprehensible written notice setting forth:
(a)     The specific reason or reasons for such denial;
(b)     Specific reference to pertinent Plan provisions on which the denial is based;
(c)    A description of any additional material or information necessary for the claimant to submit to perfect the claim and an explanation of why such material or information is necessary; and
(d)    A description of the Plan's claim review procedure (including the time limits applicable to such process and a statement of the claimant's right to bring a civil action under ERISA following a further denial on review).
If the Plan Administrator determines that special circumstances require an extension of time for processing the claim it may extend the response period from 90 to 180 days. If this occurs, the Plan Administrator will notify the claimant before the end of the initial 90-day period, indicating the special circumstances requiring the extension and the date by which the Plan Committee expects to make the final decision. The claim review procedure is available upon written request by the claimant to the Plan Administrator, or the designated party, within 60 days after receipt by the claimant of written notice of the denial of the claim. Upon review, the Plan Administrator

57


shall provide the claimant a full and fair review of the claim, including the opportunity to submit to the Plan Administrator comments, document, records and other information relevant to the claim and the Plan Administrator’s review shall take into account such comments, documents, records and information regardless of whether it was submitted or considered at the initial determination. The decision on review will be made within 60 days after receipt of the request for review, unless circumstances warrant an extension of time not to exceed an additional 60 days. If this occurs, notice of the extension will be furnished to the claimant before the end of the initial 60-day period, indicating the special circumstances requiring the extension and the date by which the Plan Administrator expects to make the final decision. The final decision shall be in writing and drafted in a manner calculated to be understood by the claimant; include specific reasons for the decision with references to the specific Plan provisions on which the decision is based; and provide that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his or her claim for benefits. Any notice or other notification that is required to be sent to a claimant under this section may be sent pursuant to any method approved under Department of Labor Regulation Section 2520.104b-1 or other applicable guidance.
7.4    Plan Administrator Discretion:
The Plan Administrator has the exclusive and discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits, to determine the amount and manner of payment of such benefits and to make any determinations that are contemplated by (or permissible under) the terms of this Plan, and its decisions on such matters shall be final and conclusive on all parties. Any such decision or determination shall be made in the absolute and unrestricted discretion of the Plan Administrator, even if (1) such discretion is not expressly

58


granted by the Plan provisions in question, or (2) a determination is not expressly called for by the Plan provisions in question, and even though other Plan provisions expressly grant discretion or call for a determination. As a result, benefits under this Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. In the event of a review by a court, arbitrator or any other tribunal, any exercise of the Plan Administrator’s discretionary authority shall not be disturbed unless it is clearly shown to be arbitrary and capricious.


59


ARTICLE VIII
MISCELLANEOUS
8.1    Nonguarantee of Employment:
Nothing contained in this Plan shall be construed as a contract of employment between an Employer and any Employee, or as a right of any Employee to be continued in the employment of an Employer, or as a limitation of the right of an Employer to discharge any of its Employees, with or without cause.
8.2    Nonalienation of Benefits:
Benefits payable under the Plan or the right to receive future benefits under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encum-brance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, including any assignment or alienation in connection with a divorce, separation, child support or similar arrangement, shall be null and void and not binding on the Company. The Company shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engage-ments or torts of any person entitled to benefits hereunder.
8.3    Unfunded Plan:
The Company's obligations under the Plan shall not be funded, but shall constitute liabilities by the Company payable when due out of the Company's general funds. To the extent the Participant or any other person acquires a right to receive benefits under this Plan, such right shall be no greater than the rights of any unsecured general creditor of the Company.

60



8.4    Action by the Company:
Any action by the Company under this Plan may be made by the Board of Directors of the Company or by the Compensation Committee of the Board of Directors, with a report of any actions taken by it to the Board of Directors. In addition, such action may be made by any other person or persons duly authorized by resolution of said Board to take such action.
8.5    Indemnification:
Unless the Board of Directors of the Company shall determine otherwise, the Company shall indemnify, to the full extent permitted by law, any employee acting in good faith within the scope of his employment in carrying out the administration of the Plan.
8.6    Compliance with Section 409A:
(a)    General: It is the intention of the Company that the Plan shall be construed in accordance with the applicable requirements of Section 409A. Further, in the event that the Plan shall be deemed not to comply with Section 409A, then neither the Company, the Board of Directors, the Plan Administrator nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.
(b)    Non-duplication of benefits: In the interest of clarity, and to determine benefits in compliance with the requirements of Section 409A, provisions have been included in this 409A Document describing the calculation of benefits under certain specific circumstances, for example, provisions relating to the inclusion of salary continuation during certain window severance programs in the calculation of Highest Average Monthly Earnings, as specified in Appendix D. Notwithstanding this or any similar provision, no duplication of benefits may at any time occur under the Plan.

61


Therefore, to the extent that a specific provision of the Plan provides for recognizing a benefit determining element (such as pensionable earnings or service) and this same element is or could be recognized in some other way under the Plan, the specific provision of the Plan shall govern and there shall be absolutely no duplicate recognition of such element under any other provision of the Plan, or pursuant to the Plan’s integration with the Salaried Plan. This provision shall govern over any contrary provision of the Plan that might be interpreted to support duplication of benefits.
8.7    Section 457A.
To avoid the application of Code section 457A (“Section 457A”) to a Participant’s Pension, the following shall apply to a Participant who transfers (or is otherwise assigned) to a work location outside of the United States to provide services to a member of the Yum! Brands Organization that is neither a United States corporation nor a pass-through entity that is wholly owned by a United States corporation (“Covered Transfer”):
(a)From and after the Covered Transfer, any benefit accruals or other increases or enhancements to the Participant’s Pension relating to benefit determining factors recognized under the Plan, including -
(1)Service,
(2)Earnings that would be considered in determining Highest Average Monthly Earnings, or
(3)The attainment of a specified age while in the employment of the Yum! Brands Organization (“age attainment”),
(collectively, “Benefit Enhancements”) will not be credited to the Participant until the last day of the Plan Year in which the Participant renders the Service or has the earnings,

62


age attainment or the occurrence of the other benefit determining factor that results in such Benefit Enhancement, and then only to the extent permissible under subsection (b) below at that time; and
(b)The Participant shall have no legal right to (and the Participant shall not receive) any Benefit Enhancement that relates to Service, earnings, age attainment or another benefit determining factor from and after the Covered Transfer to the extent such Benefit Enhancement would constitute compensation that is includable in income under Section 457A.
Notwithstanding the foregoing, subsections (a) and (b) above shall not apply to a Participant who has a Covered Transfer if, prior to the Covered Transfer, the Company provides a written communication (either to the Participant individually, to a group of similar Participants, to Participants generally, or in any other way that causes the communication to clearly apply to the Participant - i.e., an “applicable communication”) that these subsections do not apply to the Covered Transfer in question, but only during the period that the applicable communication remains in effect (and any such applicable communication shall at all times remain revocable for purposes of the Plan). In addition, subsections (a) and (b) shall not apply to a Participant who has a Covered Transfer if the Company determines that all the Benefit Enhancements earned by the Participant during the Covered Transfer should not constitute compensation that is includable in income under Section 457A, but there shall be no legally binding right to any such Benefit Enhancement until the Company makes a specific determination that the Participant has a right to the Benefit Enhancement that Company intends to be a final and binding right. Subsections (a) and (b) shall cease to apply as of the earlier of - (i) the date the Participant returns to service for a member of the Yum! Brands Organization that is a United States corporation or a pass-

63


through entity that is wholly owned by a United States corporation, or (ii) the effective date for such cessation that is stated in an applicable communication (after giving effect to any delay in such cessation that is applied by the Company).
Notwithstanding any other provisions herein regarding the time and form of payment of amounts deferred hereunder (“Deferrals”), to the extent Deferrals are required to be included in income under Code section 457A, the distribution of any Deferral shall be accelerated as permitted by - (i) IRS Notice 2009-8, Q&A 25, in the case of Deferrals relating to services performed before January 1, 2009, and (ii) IRS Notice 2009-8, Q&A 26, in the case of Deferrals relating to services performed after December 31, 2008. For purposes of clause (i) of the preceding sentence, such acceleration shall be to the time that the Deferral becomes taxable pursuant to Public Law 110-343, Division C, Section 801(d)(2) (which is as of the later of the time specified in clause (A) or (B) of Section 801(d)(2)).
8.8    Misconduct.
This Section applies to the portion of a Participant’s benefit under the Plan that accrues on and after July 1, 2009 (“Post-6/30/09 Benefit”).
(a)     Benefits Not Yet Paid. In the event the Company determines that the Participant has engaged in General Misconduct or Financial Misconduct (as each is defined in (d) below), the Company shall terminate the Participant’s participation in the Plan, and the Participant shall forfeit 100% his Post-6/30/09 Benefit (and all related rights) that has not been distributed to him as of the time the Company determines the Participant has engaged in General Misconduct or Financial Restatement Misconduct.
(b)     Benefits Already Paid. If there is a restatement of the Company’s financial statements that is completely or partially caused by a Participant’s Financial

64


Restatement Misconduct (as defined in subsection (d) below), then the Participant shall be required to repay to the Company any distributed portion of his Post-6/30/09 Benefit; provided, however, that such repayment shall be required only if both of the following apply:
(1)     The Company notifies the Participant of his repayment obligation no later than one year after the restated financial statements are issued; and
(2)     The Company reasonably determines that the Participant both (A) knew or should have known of the inaccuracy of the financial statements that were restated, and (B) knew or should have known that the inaccuracy was caused by his Financial Restatement Misconduct.
In the event of any such repayment, the Participant (regardless of whether then employed) shall pay to the Company the amount of his Post-6/30/09 Benefit that was previously distributed to him (as determined by the Company), in such manner and on such terms and conditions as may be required by the Company; provided that the Company shall be entitled to set-off against the amount of any such repayment any amount owed to the Participant by the Company.
(c)     Reduction in Amount Forfeited or Repaid. The Company may reduce the amount of the Post-6/30/09 Benefit to be forfeited by the Participant or repaid to the Company under this Section based on such factors as the Company determines to be relevant.
(d)     Definitions. The following definitions shall apply for purposes of this Section:

65



(1)     “General Misconduct” means (i) using for profit or disclosing to unauthorized persons confidential information or trade secrets of the Company; (ii) breaching any contract with or violating any fiduciary obligation to the Company; or (iii) engaging in any conduct that is injurious to the Company, including, without limitation, diverting employees of the Company to leave the Company without the Company’s prior consent.
(2)     “Financial Restatement Misconduct” means fraudulent or illegal conduct or omission that is knowing or intentional. For this purpose, no conduct or omission shall be deemed “knowing” by a Participant unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company.
8.9    Missing Participants of Beneficiaries:
Each Participant and each designated beneficiary must notify the Plan Administrator in writing as to his current mailing address and of any changes to such address in a timely manner. Any communication, statement or notice addressed to the Participant or beneficiary will be binding on a Participant and his beneficiary for all purposes of the Plan if it is mailed to the Participant or beneficiary at such address, or if no such address has been provided to the Plan Administrator, then at the last address shown on the Employer’s records.


66


ARTICLE IX
AMENDMENT AND TERMINATION
This Article governs the Company’s right to amend and or terminate the Plan. The Company’s amendment and termination powers under this Article shall be subject, in all cases, to the restrictions on amendment and termination in Section 409A and shall be exercised in accordance with such restrictions to ensure continued compliance with Section 409A.        
9.1    Continuation of the Plan:
While the Company and the Employers intend to con-tinue the Plan indefinitely, they assume no contractual obligation as to its continuance. In accordance with Section 8.4, the Company hereby reserves the right, in its sole discretion, to amend, terminate, or partially terminate the Plan at any time provided, however, that no such amendment or termination shall adversely affect the amount of benefit to which a Participant or his beneficiary is already entitled under Article IV on the date of such amendment or termination, unless the Participant becomes entitled to an amount of equivalent value to such benefit under another plan or practice adopted by the Company (using such actuarial assumptions as the Company may apply in its discretion, and except as necessary to comply with Section 409A). Specific forms of payment are not protected under the preceding sentence.
9.2    Amendments:
The Company may, in its sole discretion, make any amendment or amendments to this Plan from time to time, with or without retroactive effect, including any amendment necessary to ensure continued compliance with Section 409A. An Employer (other than the Company) shall not have the right to amend the Plan.

67



9.3    Termination:
The Company may terminate the Plan, either as to its participation or as to the participation of one or more Employers. If the Plan is terminated with respect to fewer than all of the Employers, the Plan shall continue in effect for the benefit of the Employees of the remaining Employers. Upon termination, the distribution of Participants' 409A Pensions shall be subject to restrictions applicable under Section 409A.
9.4    Change in Control:
The Company intends to have the maximum discretionary authority to terminate the Plan and make distributions in connection with a Change in Control (defined as provided in Section 409A), and the maximum flexibility with respect to how and to what extent to carry this out following a Change in Control as is permissible under Section 409A. The previous sentence contains the exclusive terms under which a distribution shall be made in connection with any Change in Control in the case of benefits that are derived from this 409A Program.


68


ARTICLE X
ERISA PLAN STRUCTURE
This Plan document in conjunction with the plan document(s) for the Pre-409A Program encompasses three separate plans within the meaning of ERISA, as are set forth in subsections (a), (b) and (c).
(a)    Excess Benefit Plan: An excess benefit plan within the meaning of section 3(36) of ERISA, maintained solely for the purpose of providing benefits for Salaried Plan participants in excess of the limitations on benefits imposed by section 415 of the Code.
(b)    Excess Compensation High Hat Plan: A plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2) and 401(a)(1) of ERISA. This plan provides benefits for Salaried Plan participants in excess of the limitations imposed by section 401(a)(17) of the Code on benefits under the Salaried Plan (after taking into account any benefits under the Excess Benefit Plan). For ERISA reporting purposes, this portion of PEP may be referred to as the Yum! Brands Pension Equalization Plan I.
(c)    Preservation Top Hat Plan: A plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2) and 401(a)(1) of ERISA. This plan preserves benefits for those Salaried Plan participants described in section 5.2(a) hereof, by preserving for them the pre-1989 level of benefit accrual that was in effect before January 1, 1989 (after taking into account any benefits under the Excess Benefit Plan and Excess Compensation Top Hat Plan). For ERISA reporting

69


purposes, this portion of PEP shall be referred to as the Tricon Pension Equalization Plan II.
Benefits under this Plan shall be allocated first to the Excess Benefit Plan, to the extent of benefits paid for the purpose indicated in (a) above; then any remaining benefits shall be allocated to the Excess Compensation Top Hat Plan, to the extent of benefits paid for the purpose indicated in (b) above; then any remaining benefits shall be allocated to the Preservation Top Hat plan. These three plans are severable for any and all purposes as directed by the Company.


70


ARTICLE XI
APPLICABLE LAW

All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the provisions of ERISA. In the event ERISA is not applicable or does not preempt state law, the laws of the state of North Carolina shall govern.
If any provision of this Plan is, or is hereafter declared to be, void, voidable, invalid or otherwise unlawful, the remainder of the Plan shall not be affected thereby.


71


ARTICLE XII
SIGNATURE
The above Plan is hereby adopted and approved, this ______ day of _________________, 2017 to be effective as stated herein.


YUM! BRANDS, INC.



By: ___________________________________
Tracy L. Skeans
Chief Transformation and People Officer


72


APPENDIX

Foreword


The following Appendix articles modify particular terms of the Plan. Except as specifically modified in the Appendix, the foregoing main provisions of the Plan shall fully apply in determining the rights and benefits of Participants and beneficiaries (and of any other individual claiming a benefit through or under the foregoing). In the event of a conflict between the Appendix and the foregoing main provisions of the Plan, the Appendix shall govern.


73


APPENDIX ARTICLE A
TRANSITION PROVISIONS
A.1
Scope.
This Article A provides the transition rules for the Plan that were effective at some time during the period beginning January 1, 2005 and ending December 31, 2008 (the “Transition Period”). The time period during which each provision in this Article A was effective is set forth below
A.2
Definition of Actuarial Equivalent.
In addition to the provisions provided in Article II for determining actuarial equivalence under the Plan, during and for the remaining duration of the Transition Period, to determine the amount of a Pension payable in the form of a Qualified Joint and Survivor Annuity or optional form of survivor annuity, as an annuity with inflation protection, or as a Single Life Annuity, the Plan Administrator used the actuarial factors under the Salaried Plan.
A.3
Transition Rules for Article VI (Distributions):
(a)    Distribution of Pensions: 409A Pensions that would have been paid out during the Transition Period under the provisions set forth in the main body of the Plan (but for the application of permissible transition rules under Section 409A) shall be paid out on March 1, 2009.
(b)    Linked Plan Distributions: 409A Pensions paid during the Transition Period commenced at the same time as, and were paid in the same form as, the time and form elected by the Participant with respect to his benefit under the Salaried Plan, as

74


permitted under the applicable transition guidance for Section 409A. To the extent that payment occurred as described in this subsection A.3(b), the six-month delay for payment on Separation from Service to a Key Employee (as described in Section 6.6 of the Plan document) was not applied, as permitted under the applicable transition guidance for Section 409A.
A.4
Conformance with Section 409A:
At all times from and after January 1, 2005, this Plan shall be operated (i) in accordance with the requirement of Section 409A, and (ii) to preserve the status of deferrals that were earned and vested before January 1, 2005 as being exempt from Section 409A, i.e., to preserve the grandfathered status of such pre-409A deferrals. Any action that may be taken (and, to the extent possible, any action actually taken) by the Company, the Plan Administrator or both shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A or if such action would adversely affect the grandfather of the pre-409A deferrals. If the failure to take an action under the Plan would violate Section 409A, then to the extent it is possible thereby to avoid a violation of Section 409A, the rights and effects under the Plan shall be altered to avoid such violation. A corresponding rule shall apply with respect to a failure to take an action that would adversely affect the grandfather of the pre-409A deferrals. Any provision in this Plan document that is determined to violate the requirements of Section 409A or to adversely affect the grandfather of the pre-409A deferral shall be void and without effect. In addition, any provision that is required to appear in this Plan document to satisfy the requirements of section 409A, but that is not expressly set forth, shall be deemed to be set forth herein, and the Plan shall be administered in all respects as if such provision were expressly set forth. A corresponding rule shall apply with respect to a provision that is required to preserve

75


the grandfather of the pre-409A deferrals. In all cases, the provisions of this Section A.4 shall apply notwithstanding any contrary provision of the Plan that is not contained in this Section. Notwithstanding the foregoing, this Section A.4 shall not apply after December 31, 2008.
A.5
Emil Brolick-19(c):
Under Q&A-19(c) of IRS Notice 2005-1, the Company permitted Emil Brolick to irrevocably elect to revise the form of any benefit that he may receive under the Plan from an annuity to a lump sum payment. In addition, the Company permitted Mr. Brolick to irrevocably elect to revise the time of payment of any benefit that he may receive under the Plan. Such election to revise the time or form of payment (or both) must be filed with the Plan Administrator on or before December 30, 2008. If so filed, and if otherwise valid (in the sole discretion of the Plan Administrator), the PEP benefit for Mr. Brolick will be paid as specified in such election form. Otherwise, Mr. Brolick's PEP benefit will be paid as provided in the Plan.
A.6
Certain 19(c) Elections:
(a)    Company Severance Program Elections: In connection with various severance programs, and pursuant to Q&A-19(c) of IRS Notice 2005-1, the Company unilaterally designated the distribution of certain PEP kicker benefits during the transition period under Section 409A. The time of payment of these amounts was included in documents provided to the participants in these severance programs in advance of the commencement of their severance period.
(b)    2008 Elections: In connection with various severance programs, and pursuant to Q&A-19(c) of IRS Notice 2005-1, the Company permitted certain participants to irrevocably elect to revise the form of (i) any qualified plan enhancement benefit and (ii) any PEP benefit that they may receive under the Plan from a default lump

76


sum payment to an annuity. In addition, the Company permitted these participants to irrevocably elect to revise the time of payment of any lump sum distribution for (i) any qualified plan enhancement benefit, or (ii) any PEP benefit that they may receive under the Plan. Such election to revise the time or form of payment must be filed with the Plan Administrator on or before December 10, 2008. If so filed, and if otherwise valid (in the sole discretion of the Plan Administrator), the qualified plan enhancement benefit will be paid as specified in such election form. Otherwise, payment of any qualified plan enhancement benefit will be made in a lump sum on the first day of the month following the participant's separation from service, subject to any required delay for Key Employees under section 6.6 of the Plan, and payment of any PEP benefit shall be made in a lump sum on July 1, 2009.


77


APPENDIX ARTICLE B
COMPUTATION OF EARNINGS AND SERVICE
DURING CERTAIN SEVERANCE WINDOWS
B.1
Definitions:
Where the following words and phrases, in boldface and underlined, appear in this Appendix B with initial capitals they shall have the meaning set forth below, unless a different meaning is plainly required by the context. Any terms used in this Article B of the Appendix with initial capitals and not defined herein shall have the same meaning as in the main Plan, unless a different meaning is plainly required by the context.
(a)    “Severance Program” shall mean a program providing certain severance benefits that are paid while the program’s participants are on a severance leave of absence that is determined by the Plan Administrator to qualify for recognition as Service under Section B.3 and Credited Service under Section B.4 of Article B.
(b)    “Eligible Bonus” shall mean an annual incentive payment that is payable to the Participant under the Severance Program and that is identified under the terms of the Severance Program as eligible for inclusion in determining the Participant’s Highest Average Monthly Earnings.
B.2
Inclusion of Salary and Eligible Bonus:
The Plan Administrator may specify that, pursuant to a Participant’s participation in a severance window program provided by the Company, if a Participant receives a severance benefit pursuant to a Severance Program, all salary continuation and any Eligible Bonus earned or to be earned during the first 12 months of a leave of absence period provided to the Participant under such Severance Program will be counted toward the Participant’s Highest Average

78


Monthly Earnings, even if such salary or other earnings are to be received after a Participant’s Separation from Service. In particular, if payment of a Participant’s 409A Pension is to be made at Separation from Service and prior to the Participant’s receipt of all of the salary continuation or Eligible Bonus that is payable to the Participant from the Severance Program, the Participant’s Highest Average Monthly Earnings shall be determined by taking into account the full salary continuation and eligible bonus that is projected to be payable to the Participant during the first 12 months of a period of leave of absence that is granted to the Participant under the Severance Program.
B.3
Inclusion of Credited Service:
The Plan Administrator may specify that, pursuant to a Participant’s participation in a severance window program provided by the Company, if a Participant receives a severance benefit under a Severance Program, all Credited Service earned or to be earned during the first 12 months of the period of severance will be counted toward the Participant’s Credited Service for purposes of determining the Participant’s Pension and a Pre-Retirement Spouse’s Pension, even if the period of time counted as Credited Service under the Severance Program occurs after a Participant’s Separation from Service.
B.4
Inclusion of Service:
The Plan Administrator may specify that, pursuant to a Participant’s participation in a severance window program provided by the Company, if a Participant receives a severance benefit under a Severance Program, all Service earned or to be earned during the first 12 months of the period of severance will be counted toward the Participant’s Service for purposes of determining the Participant’s Pension and a Pre-Retirement Spouse’s Pension, even if the period

79


of time counted as Service under the Severance Program occurs after a Participant’s Separation from Service.
B.5
Reduction to Reflect Early Payment:
If the Participant receives either (1) additional Credited Service or (2) additional earnings that are included in Highest Average Monthly Earnings under Sections B.2 or B.3 of this Article B, as a result of a severance benefit provided under a Severance Program and such additional Credited Service or earnings are included in the calculation of the Participant’s Pension prior to the time that the Credited Service is actually performed by the Participant or the earnings are actually paid to the Participant, the Pension paid to the Participant shall be adjusted actuarially to reflect the receipt of the portion of the Pension attributable to such Credited Service or earnings received on account of the Severance Program prior to the time such Credited Service is performed or such earnings are actually paid to the Participant. For purposes of determining the adjustment to be made, the Plan shall use the rate provided under the Salaried Plan for early payment of benefits.


80


APPENDIX ARTICLE C
CEO’S PENSION
C.1
Scope and Purpose:
This Appendix Article C applies solely to determine the amount of the Pension payable to the Participant who is the Chairman and CEO of Yum! Brands, Inc. as of January 1, 2012, David C. Novak (the “Applicable Participant”). Nothing in this Appendix Article C shall alter the time or form of payment of such Pension, which shall continue to be governed by the main provisions of the 409A Program.
C.2
Freeze as of January 1, 2012:
Effective as of the beginning of the day on January 1, 2012, the Pension payable to or on behalf of the Applicable Participant (including any Pre-Retirement Spouse’s 409A Pension) shall be fixed and frozen at the level in effect for the Applicable Participant as of immediately prior to January 1, 2012. Accordingly -
(a)    The Applicable Participant’s Credited Service and Highest Average Monthly Earnings shall be frozen and shall remain thereafter at the exact amounts of each that the Applicable Participant had under the Plan as of immediately prior to January 1, 2012, and
(b)    The Applicable Participant’s Total Pension (including any PEP Guarantee) and Salaried Plan Pension shall be frozen and shall remain thereafter at the exact amount of each that the Applicable Participant had under the Plan as of immediately prior to January 1, 2012.

81



The conversion to a Single Lump Sum of a benefit frozen under this Section C.2 shall be governed by the Actuarial Equivalent factors in effect for such conversion immediately prior to January 1, 2012.
C.3
Early Commencement Reduction:
Effective as of the beginning of the day on January 1, 2012, for purposes of determining the Pension payable to or on behalf of the Applicable Participant (including any Pre-Retirement Spouse’s 409A Pension) (the “Reducible Pension”), there shall be a reduction for early commencement of the Applicable Participant’s Reducible Pension of 0.33⅓ % for each month that the Applicable Participant’s Reducible Pension commences prior to January 1, 2016. For this purpose, “early commencement” refers to commencing the Applicable Participant’s Reducible Pension prior to his Normal Retirement Date. Such reduction shall apply in lieu of the reduction that would ordinarily apply under the Plan’s main provisions in connection with an early commencement.
C.4
Determination of Pension Beginning January 1, 2013.
Notwithstanding Sections C.2 and C.3 above and Sections 5.1, 5.2 and 5.3, effective as of the beginning of the day on January 1, 2013, the amount of (i) the Applicable Participant’s Pension, and (ii) any benefits paid on behalf of the Applicable Participant (including the Pre-Retirement Spouse’s 409A Pension) shall not be determined under Sections C.2 and C.3 above and Sections 5.1, 5.2 and 5.3, but shall be determined under the following subsections. For purposes of the following subsections, all terms that are written with initial capital letters (but which are not defined terms in this Appendix Article C, nor the main provisions of the Plan) shall have the definitions provided in the Leadership Retirement Plan (“LRP”), but with any modifications that are specified in the following subsections.

82



(a)Account Balance. The Applicable Participant’s Pension, expressed as a single lump sum, shall be determined based on the balance standing to his credit in the account maintained for the Applicable Participant (the “Account”).
(b)Initial Account Balance. The initial balance in the Account, as of January 1, 2013 shall be $27,600,000, which is the present value (using the Company’s 2013 proxy assumptions, and with rounding up to the nearest $100,000) of the Applicable Participant’s benefit under the Plan as of the end of the day on December 31, 2012.
(c)Adjustment for Earnings. Following January 1, 2013, the balance in the Account shall be adjusted for earnings, in the same manner as applies under the LRP (applying the Earnings Credit for a period before taking into account any Employer Credits that are credited to the Account since the last Valuation Date), except that the Earnings Rate used to determine the Applicable Participant’s Earnings Credit shall be equal to 120% of the applicable federal long-term rate, with compounding (as prescribed under section 1274(d) of the Code) based on the duration of the period between the regularly scheduled Valuation Dates (currently one year). This Earnings Rate is subject to change to the extent permitted under the LRP. To calculate the Applicable Participant’s Earnings Credit in the same manner as under the LRP, i.e., based on Years of Participation the Applicable Participant shall be treated as if (i) his participation in the Account commenced on January 1, 2013, and (ii) his participation in the Account ends on his Termination Date.
(d)The Company shall credit an Employer Credit to the Applicable Participant’s Account at the same time and in the same manner as applies under the LRP. The Employer Credit Percentage shall be 9.5% unless the Company specifies a different

83


percentage for one or more years prior to the date applicable for crediting Employer Credits under the LRP for any such year. This Employer Credit Percentage shall be applied to the Applicable Participant’s Base Compensation and Bonus Compensation in the manner provided under the LRP.
(e)Distribution Valuation. Subject to subsection (f) below, the Applicable Participant’s Account shall be valued in connection with any distribution in the same manner as applies under the LRP.
(f)Distribution at Death. In the event of the Applicable Participant’s death, a distribution of 50% of the Applicable Participant’s Account shall be distributed in the form and at the time that applies under this Plan, with such distribution being made to the Beneficiary of the Applicable Participant, determined in the manner applicable under the LRP.


84


APPENDIX ARTICLE D
DE-GRANDFATHERED PARTICIPANTS
D.1
Scope:
This Appendix Article D identifies the Participants whose Pre-409A Pensions have been “de-grandfathered” for purposes of Section 409A and indicates the time and form of payment that shall apply. A Participant’s de-grandfathered Pre-409A Pension shall be administered as a 409A Pension in accordance with the terms of the document for the 409A Program, effective as of the date such de-grandfathering occurs, but subject to any of the following Sections of this Appendix Article D that apply to the Participant.
D.2
March 1, 2010 De-Grandfathering:
Effective as of March 1, 2010, as a result of a Plan amendment and related written Participant communications (as specified in the communications and then generally as of January 1, 2011), benefits under the Pre-409A Program became payable and began to be administered as though subject to the terms of the 409A Program, except with respect to the following two groups (who may be referred to as the “Continuing Grandfathered Participants”): (i) Pre-2005 Participants, as defined in Article II, and (ii) other Participants who have an Annuity Starting Date under either the 409A Program or the Pre-409A Program that occurred before March 1, 2010 (subject in both cases to Section 4.10 regarding rehired Participants). Following this de-grandfathering event, the Pre-409A Pensions of Continuing Grandfathered Participants continued to be administered in accordance with the Pre-409A Program, except as otherwise set forth in this Appendix Article D.

85


D.3
De-Grandfathering of Certain Pre-2005 Participants for 2012 Lump Sum Window:
The 409A Pension of a Pre-2005 Participant who has been de-grandfathered pursuant to Section D.4 of Appendix Article D of the document for the Pre-409A Program shall be paid as follows:
(a)     Age 55 or Older on Date of De-Grandfathering: If the Pre-2005 Participant is age 55 or older on the date his Pre-409A Pension is de-grandfathered, his 409A Pension shall be distributed as a Single Lump Sum on June 1, 2013.
(b)     Below Age 55 on Date of De-Grandfathering: If the Pre-2005 Participant is younger than age 55 on the date his Pre-409A Pension is de-grandfathered, his 409A Pension shall be shall be distributed as an Annuity commencing on the later of - (i) June 1, 2013, or (ii) the first of the month that is coincident with or immediately following the date he attains age 55, which applicable date shall be the Annuity Starting Date of his 409A Pension. A distribution under this subsection shall be in the form of a Qualified Joint and Survivor Annuity if the Participant is married, or as a Single Life Annuity if he is not married. A Participant shall be considered married for purposes of this paragraph if he is married on the Annuity Starting Date of his 409A Pension.
All payments under this Section D.3 are subject to Section 6.6 of the main document (required six-month delay for key employees). A list of Pre-2005 Participants whose Pre-409A Pensions have been de-grandfathered pursuant to Section C.4 of Appendix Article C of the document for the Pre-409A Program is set forth in Schedule C to this Appendix Article D (using unique identifying information for each such Pre-2005 Participant).

86



D.4    Further De-Grandfathering of Participants under the 409A Program:
Effective as of 12:01 AM on April 1, 2016, the 409A Program is amended to provide for the payment of benefits to any participant in the Pre-409A Program who becomes de-grandfathered under Appendix Section C.6 of the Pre-409A Program (a “Further De-Grandfathered Participant”). The benefit of any Further De-Grandfathered Participant shall be paid in a single lump sum on January 1, 2017. The lump sum shall be determined as the Actuarial Equivalent of the Further De-Grandfathered Participant’s benefit expressed as Single Life Annuity as of his Normal Retirement Date, and with Actuarial Equivalence determined under Sections 2.1(e)(1), 2.1(e)(3) of the Salaried Plan (but without regard to Section 2.1(e)(3)(i) or (ii) of the Salaried Plan), and 2.1(f) of the Salaried Plan.


87


APPENDIX ARTICLE P
RETIREMENT WINDOW BENEFIT
P.1
Scope:
This Article P supplements the main portion of the Plan document with respect to the rights and benefits of Covered Employees. This Article P is effective with respect to a particular Covered Employee as of the beginning of the Window Start Date specified for such Covered Employee in Section P.2(i) of Part B of the Salaried Plan (definition of “Severance Program”). This Article P is effective January 31, 2008.
P.2
Definitions:
This Section provides definitions for the following underlined words or phrases. Where they appear in this Article with initial capitals they shall have the meaning set forth below. Except as otherwise provided in this Article, all defined terms shall have the meaning given to them in the main portion of the Plan document.
(a)    Article: This Article P of the Appendix to the Plan.
(b)    Covered Employee: A Participant who meets the definition of “Covered     Employee” under Section P.2(b) of Part B of the Salaried Plan.
(c)    HCE: A Covered Employee who is a highly compensated employee within the meaning of Code section 414(q) on his Separation Date.
(d)    PEP Bridge Benefit: The special PEP benefit that may be provided to a Covered Employee pursuant to Section P.3.
(e)    PEP Window Benefit: The special Early Retirement Pension that may be provided to a Covered Employee pursuant to Section P.4.

88



(f)    Separation Date: The date determined under Section P.2(f) of Part B of the Salaried Plan.
(g)    Separation from Service: A separation from service within the meaning of Code section 409A(a)(2)(A)(i).
(h)    Specified Employee: An employee described as a specified employee in Code section 409A(a)(2)(B)(i).
P.3
PEP Bridge Benefit:
A Participant who meets the eligibility requirements of subsection (a) below may be eligible for a PEP Bridge Benefit from this Plan in lieu of any other benefit under this Plan, calculated under subsection (b) below and payable as provided under subsection (c) below.
(a)    Eligibility: To be eligible for a PEP Bridge Benefit under this Section P.3, a Participant must:
(1)    Be a Covered Employee on his Separation Date;
(2)    Be not more than 12 months from Retirement Eligibility and have less than 10 Years of Service on his Separation Date;
(3)    Be granted a special Authorized Leave of Absence for purposes of attaining Retirement Eligibility under Part B of the Salaried Plan; and
(4)    Be entitled to a benefit under the Plan without regard to this Article P.
A Participant’s period of time from attaining Retirement Eligibility shall be equal to the additional period of continuous employment by an Employer in an eligible classification that would be required, from and after the Participant’s Separation Date, for the Participant to first reach Retirement Eligibility.

89



(b)     Calculation of PEP Bridge Benefit: A Covered Employee’s PEP Bridge Benefit under this subsection (b), expressed as a Single Life Annuity payable at the Covered Employee’s commencement date, shall be equal to: (i) the benefit amount calculated under paragraph (1) below, plus (ii) the benefit amount calculated under paragraph (2) below.
(1)    Deferred Vested Pension. The benefit amount under this paragraph shall be the Vested Pension to which the Covered Employee is entitled under Section 5.1 of the Plan, without regard to this Article or the additional Service and Compensation credited to the Covered Employee under Part B of the Salaried Plan as a result of being granted a special Authorized Leave of Absence. Such Vested Pension shall be expressed initially as a Single Life Annuity commencing at the Covered Employee’s Normal Retirement Date, and then this annuity shall be reduced to an Actuarial Equivalent Single Life Annuity for commencement prior to the Covered Employee’s Normal Retirement Date.
(2)    Additional PEP Bridge Benefit. The amount calculated under this paragraph shall equal (i) the amount calculated under paragraph (3) below, minus (ii) the amount calculated under paragraph (1) above.
(3)    PEP Retirement Benefit. The benefit amount under this paragraph shall be the PEP benefit that would be payable to the Covered Employee if his benefit was calculated as an Early or Normal Retirement Pension (whichever the Covered Employee becomes eligible for under Part B of the Salaried Plan as a result of being granted a special Authorized Leave of Absence) in accordance with the usual provisions of the Plan for an Early or Normal Retirement Pension

90


(as applicable), taking into account the additional Service and Compensation credited to the Covered Employee under Part B of the Salaried Plan as a result of being granted a special Authorized Leave of Absence. This monthly benefit shall be expressed initially as a Single Life Annuity commencing at the Covered Employee’s Normal Retirement Date, and shall be reduced for commencement prior to age 62 in accordance with the terms of the main portion of the Plan.
(c)    Commencement and Payment of PEP Bridge Benefit: A PEP Bridge Benefit payable to a Covered Employee under this Section P.3 shall be payable as follows:
(1)    Additional PEP Bridge Benefit: The additional PEP Bridge Benefit payable to a Covered Employee solely as a result of this Article, which is subject to Code section 409A because it is earned and vested after December 31, 2004, shall be paid in accordance with the Plan’s rules for Retirement Pensions that are subject to Code section 409A, i.e., as a single lump sum on the first of the month coincident or next following the date the Covered Employee would have attained Retirement Eligibility (within the meaning of Section P.2(e) of Part B of the Salaried Plan) without regard to this Article if the Covered Employee had remained continuously employed in an eligible classification. However, if the Covered Employee has made an election for a different time and/or form of payment for the portion of his benefit that is subject to Code section 409A, then the portion of the Covered Employee’s PEP Bridge Benefit described in this paragraph shall be paid in accordance with such election.

91



(2)    Other PEP Benefit: The portion of the Covered Employee’s PEP Bridge Benefit that would be payable to the Covered Employee without regard to this Article shall be paid as follows:
(A)    Pre-409A Pension: In the case of a Covered Employee who is a Continuing Grandfathered Participant, the portion of the Covered Employee’s benefit representing his Pre-409A Pension shall be paid as a Retirement Pension in accordance with Section 6.1 of the main portion of the Plan document for pre-409A benefits. The Pre-409A Pension for all other Covered Employees shall be paid as provided in subparagraph (B) below (as though part of his 409A Pension).
(B)    409A Pension: The portion of the Covered Employee’s benefit representing his 409A Pension (or paid as though part of his 409A Pension) shall be paid as a Vested Pension, i.e., as a Single Life Annuity if the participant is unmarried at commencement or a 50% Joint and Survivor Annuity if the participant is married at commencement, unless the married participant elects either a 75% Joint and Survivor Annuity or a Single Life Annuity (all annuities under this paragraph shall be calculated without regard to the Plan’s former simplified factors), and shall commence on the first of the month coincident or next following the later of: (i) the Covered Employee’s Separation from Service, or (ii) the date the Covered Employee attains age 55. Any election by a married Covered Employee under the preceding sentence to receive a 75% Joint and Survivor Annuity or Single Life Annuity shall be made on or before the

92


day preceding the Covered employee’s commencement date as determined under the preceding sentence (or if applicable, under paragraph (3) below). Notwithstanding the foregoing, if a Covered Employee has irrevocably executed the release described in Section P.2(b)(4) of Part B of the Salaried Plan by December 31, 2008, and payment under this paragraph would not be due by such date, then this portion of the Covered Employee’s PEP Bridge Benefit shall be paid as a single lump sum on July 1, 2009.
(3)    Payment Delay for Specified Employees: Notwithstanding paragraphs (1) and (2) above or any other provision of this Article P or the Plan to the contrary, in the case of a Covered Employee who is a Specified Employee, any portion of the Covered Employee’s PEP Bridge Benefit that is subject to Code section 409A and that is paid upon the Covered Employee’s Separation from Service shall not be paid prior to the first day of the seventh month that begins after the Covered Employee’s Separation from Service.
P.4
PEP Window Benefit:
Any Covered Employee who meets the eligibility requirements of subsection (a) below may be eligible for a PEP Window Benefit from this Plan, in lieu of any other benefit under this Plan. Such PEP Window Benefit (if any) shall be calculated as provided in subsection (b) below and shall be paid as provided in subsection (c) below.
(a)    Eligibility: To be eligible for a PEP Window Benefit under this Section P.4, a Participant must:
(1)    Be a Covered Employee on his Separation Date,

93



(2)    Be an HCE on his Separation Date, and
(3)    Satisfy the eligibility requirement set forth in Section P.3(a)(2) of Part B of the Salaried Plan.
(b)    Calculation of PEP Window Benefit: The PEP Window Benefit of a Covered Employee who satisfies the eligibility provisions of subsection (a) above shall be calculated under Section 5.1 of the main portion of the Plan by taking into account, for purposes of determining the Covered Employee’s Total Pension under Section 5.1(c)(1), the provisions of Section P.3 of Part B of the Salaried Plan, but without regard to the fact that such section ordinarily does not apply to a Covered Employee who is an HCE. For purposes of the calculation under Section 5.1, it shall be assumed that the Covered Employee’s PEP Window Benefit is all paid at the time the Qualified Kicker described in subsection (c) below is paid.
(c)    Commencement and Payment of PEP Window Benefit: A PEP Window Benefit payable to a Covered Employee under this Section P.4 shall be payable as follows:
(1)    Qualified Kicker Only: In the case of a Covered Employee who is only eligible for a benefit under the Plan as a consequence of this Article being included in the Plan, such a Covered Employee’s PEP Window Benefit shall be considered a “Qualified Kicker” and shall be paid as follows:
(A)    General Rule. Except as provided in subparagraph (B) below, a Covered Employee’s Qualified Kicker shall be paid as a single lump sum as of the first of the month next following the date that is 10 weeks after the date of the Covered Employee’s Separation from Service.

94



(B)    Special Rule for Taco Bell Severance Program for the Q4 2007 Restructuring. The Qualified Kicker of a Covered Employee whose Separation Date occurs as a direct result of the Taco Bell Severance Program for the Q4 2007 Restructuring shall be paid as a single lump sum on the first of the month next following the date that is 12 weeks after the date of the Covered Employee’s Separation from Service.
(C)    Special Rule for Yum! Special Early Retirement Program for 2013 for Eligible HUB Employees. The Qualified Kicker of a Covered Employee whose Separation Date occurs as a direct result of the Yum! Special Early Retirement Program for 2013 for Eligible HUB Employees shall be paid as a single lump sum on November 1, 2013.
(2)    Other PEP Benefit: In the case of a Covered Employee who would be eligible for a benefit under the Plan without regard to this Article, such a Covered Employee’s PEP Window Benefit shall be payable as provided in this subsection.
(A)    Qualified Kicker: The portion of such a Covered Employee’s PEP Window Benefit, which replaces the additional benefit that would have been paid under the Salaried Plan if Section P.3 of Part B of the Salaried Plan applied to a Covered Employee who is an HCE, shall be his Qualified Kicker and shall be paid as provided in paragraph (1) above.
(B)    Pre-409A Pension: In the case of a Covered Employee who is a Continuing Grandfathered Participant, the portion of the Covered

95


Employee’s PEP Window Benefit representing his Pre-409A Pension, and which would be payable to such Covered Employee without regard to this Article, shall be paid as a Vested Pension, i.e., as an annuity at the same time and in the same form as the Covered Employee’s annuity benefit under the Salaried Plan. Notwithstanding the preceding sentence, if a Covered Employee has irrevocably executed the release described in Section P.2(b)(4) of Part B of the Salaried Plan by December 31, 2008, and payment under this paragraph would not be due by such date, then this portion of the Covered Employee’s PEP Window Benefit shall be paid as a single lump sum on July 1, 2009 (in which case this portion of the Covered Employee’s PEP Window Benefit shall become subject to Code section 409A). In the case of a Covered Employee who is not a Continuing Grandfathered Participant, his Pre-409A Pension shall be paid as provided in subparagraph (C) below (as though part of his 409A Pension).
(C)    409A Pension: The portion of a Covered Employee’s PEP Window Benefit representing his 409A Pension (or paid as though part of his 409A Pension), and which would be payable to such Covered Employee without regard to this Article, shall be paid as a Vested Pension, i.e., as an annuity at the same time and in the same form as the Covered Employee’s annuity benefit under the Salaried Plan. However, if the Covered Employee’s Salaried Plan annuity has not commenced by December 31, 2008, then the benefit described in this paragraph shall be

96


paid as a Single Life Annuity if the Covered Employee is unmarried at commencement and as a 50% Joint and Survivor Annuity if the Covered Employee is married at commencement, unless the married Covered Employee elects to receive either a 75% Joint and Survivor Annuity or a Single Life Annuity (all annuities under this paragraph shall be calculated without regard to the Plan’s former simplified factors), and shall commence on the first of the month coincident with or next following the latest of: (i) January 1, 2009, (ii) the Covered Employee’s Separation from Service, or (iii) the date the Covered Employee attains age 55. Any election by a married Covered Employee under the preceding sentence to receive a 75% Joint and Survivor Annuity or Single Life Annuity shall be made on or before the day preceding the Covered employee’s commencement date as determined under the preceding sentence (or if applicable, under paragraph (3) below). Notwithstanding the foregoing, if such Covered Employee has irrevocably executed the release described in Section P.2(b)(4) of Part B of the Salaried Plan by December 31, 2008, and payment under this paragraph would not be due by such date, then such Covered Employee’s benefit that is described in this paragraph shall be paid as a single lump sum on July 1, 2009.
    (D)    PEP Kicker: The remaining portion of such a Covered Employee’s PEP Window Benefit shall be his “PEP Kicker” and shall be paid in accordance with the Plan’s rules for Retirement Pensions that are subject to Code section 409A, i.e., as a single lump sum as of the first of

97


the month next following when the Covered Employee would have attained Retirement Eligibility (within the meaning of Section P.2(e) of Part B of the Salaried Plan) if the Covered Employee had remained continuously employed by the Employer in an eligible classification. However, if the Covered Employee has made an election for a different form and/or time of payment for the portion of his benefit that is subject to Code section 409A, then the Covered Employee’s PEP Kicker shall be paid in accordance with such election. Notwithstanding the foregoing, if such Covered Employee has irrevocably executed the release described in Section P.2(b)(4) of Part B of the Salaried Plan by December 31, 2008, and payment under this paragraph would not be due by such date, then such Covered Employee’s PEP Kicker shall be paid as a single lump sum on July 1, 2009.
(3)    Payment Delay for Specified Employees: Notwithstanding paragraphs (1) and (2) above or any other provision of this Article P or the Plan to the contrary, in the case of a Covered Employee who is a Specified Employee, any portion of the Covered Employee’s PEP Window Benefit that is subject to Code section 409A and that is paid upon the Covered Employee’s Separation from Service, shall not be paid prior to the first day of the seventh month that begins after the Covered Employee’s Separation from Service.
(d)    Calculation of PEP Window Benefit Components: The components of a Covered Employee’s PEP Window Benefit described in Section P.4(c)(1) or (2) above

98


(as applicable) shall be calculated (using the actuarial assumptions under Section 2.1(b)(2) of Part B of the Salaried Plan) as follows:
(1)     PEP Benefit Without Regard to this Article: This portion of a Covered Employee’s PEP Window Benefit shall be calculated by determining the Covered Employee’s total PEP benefit under Section 5.1 of the Plan, disregarding the provisions of this Article and then dividing this total benefit into the Pre-409A Vested Benefit and 409A Vested Benefit portions using the Plan’s usual rules for computing the grandfathered and 409A portions of a Participant’s benefit.
(2)     Qualified Kicker: A Covered Employee’s Qualified Kicker shall be calculated under the terms of Section P.3(b)(2) of Part B of the Salaried Plan, but without regard to the fact that this section ordinarily does not apply to a Covered Employee who is an HCE. Notwithstanding the preceding sentence, the Qualified Kicker of a Covered Employee whose Separation Date occurs as a direct result of the Taco Bell Severance Program for the Q4 2007 Restructuring shall be reduced by the value of any weeks of severance pay in excess of 12 weeks that are payable to such Covered Employee in connection with the Restructuring.
(3)    PEP Kicker: A Covered Employee’s PEP Kicker (expressed as a Single Life Annuity payable on the Covered Employee’s applicable commencement date) shall equal: (i) the total PEP Window Benefit as calculated under subsection (b) above (expressed as a Single Life Annuity payable on the Covered Employee’s applicable commencement date); minus (ii) the total PEP benefit without regard to this Article (i.e., the sum of his Pre-409A Vested

99


Pension and 409A Vested Pension) as calculated under paragraph (1) above (expressed as a Single Life Annuity payable on the Covered Employee’s applicable commencement date); and minus (iii) the Qualified Kicker, but for purposes of this paragraph (3), calculated without regard to the second sentence of paragraph (2) above (expressed as a Single Life Annuity payable on the Covered Employee’s applicable commencement date). The resulting PEP Kicker shall be converted to the Covered Employee’s applicable form of payment for the PEP Kicker using the Plan’s usual factors for converting forms of payment.



100


APPENDIX ARTICLE Q
AUSTRALIAN PARTICIPANTS
Q.1
Scope:
This Article provides special rules for calculating the benefit of an Australian Participant, and these rules are the exclusive basis for an Australian Employee to become entitled to a benefit from the Plan. The benefit of an Australian Participant shall be determined under Section Q.3 below, subject to Section Q.4 below. Once a benefit is determined for an Australian Participant under this Article, such benefit shall be subject to the Plan’s normal conditions and shall be paid in accordance with the Plan’s normal terms. This Article is effective January 1, 2005 and applies to all accruals that are subject to Code section 409A, including those accrued prior to January 1, 2005.
Q.2
Definitions:
This Section provides definitions for the following underlined words or phrases. Where they appear in this Article with initial capitals they shall have the meaning set forth below. Except as otherwise provided in this Article, all defined terms shall have the meaning given to them in the main portion of the Plan document.
(a)    Article: This Article Q of the Appendix to the Plan.
(b)    Australian Employee: An individual (i) who became employed in the United States by an United States Employer in an executive position prior to 2008, (ii) who was previously employed by the Company or an affiliate of the Company in Australia, and (iii) on whose behalf the United States Employer (directly or indirectly)

101


makes Superannuation Contributions during any part of the period that he is employed as described in clause (i) above.
(c)    Australian Participant: An Australian Employee shall not become a Participant under this Plan until the earlier of (i) the day after he stops receiving Superannuation Contributions that are taken into account under subsection (d) below, or (ii) his last day of employment that is described in subsection (b)(i) above. From and after such day, an Australian Employee shall be a Participant:
(1) When he would be currently entitled to receive a Pension under the Plan if his employment terminated at such time, or
(2) When he would be so entitled but for the vesting requirement of Section 4.7.
Notwithstanding the foregoing provisions of this subsection, an Australian Employee shall not become a Participant under this Plan if he enters into a qualifying written agreement with the Company to forgo a Pension under this Plan and the Salaried Plan for his period of employment described in subsection (b)(i) above. A written agreement that is otherwise described in the preceding sentence shall not be a qualifying written agreement for the period before the earliest date such agreement may apply without violating the restrictions on elections under Code section 409A.
(d)    Superannuation Contributions: Contributions to the Australian federal government’s compulsory retirement savings system into which an employer is required to contribute on behalf of a qualifying employee, over the course of each year, an amount that is at least equal to a specified minimum percentage of the employee’s annual compensation, and that permits certain additional contributions (but disregarding such

102


required or additional contributions that are made after an individual is no longer considered an Australian Employee as a result of ceasing current employment in the United States).
Q.3
Benefit Formula for Australian Employees:
Except as provided in this Section Q.3, an Australian Participant’s benefit shall be determined using a calculation methodology that is substantially similar to that applicable under Section 5.1 of the Plan. Notwithstanding the preceding sentence, the Australian Participant’s “Total Pension” (as defined in Section 5.1(c)(1)) shall be calculated as if:
(a)    The Australian Participant became an eligible Employee and began receiving Credited Service under the Salaried Plan on his first day of employment as an executive in the United States with a United States Employer; and
(b)    The Australian Participant ceased being an eligible Employee and ceased receiving Credited Service under the Salaried Plan at the end of his period of employment as an executive in the United States with a United States Employer;
Without regard, in each case, to the actual periods during which the Australian Participant was an eligible Employee and received Credited Service under the Salaried Plan. Notwithstanding the first sentence of this Section Q.3, such Australian Participant’s benefit shall be calculated by subtracting from his Total Pension (expressed as a lump sum amount as of his benefit commencement date under the Plan) the sum of: (i) the Australian Employee’s actual benefit under the Salaried Plan (expressed as a lump sum amount as of such date), plus (ii) the total Superannuation Contributions made on behalf of the Australian Employee while employed in the United States by a United States Employer, adjusted for interest through such date at an annual rate of 7 percent, compounded annually.

103



Q.4
Alternative Arrangements Permitted:
Notwithstanding any provision of this Article to the contrary, the Company and an Australian Employee may agree in writing to disregard the provisions of this Article in favor of another mutually agreed upon benefit arrangement under the Plan, in which case this Article shall not apply.


104


APPENDIX ARTICLE R
PARTICIPANTS ON TEMPORARY ASSIGNMENT
R.1
Scope:
This Article R shall apply with respect to any person who qualifies as a Foreign-Assigned Employee and who is transferred to a Temporary Assignment outside the United States with a Approved Foreign Subsidiary, as those terms are defined in the Salaried Plan. Any such person shall be referred to in this Article R as a PEP Foreign-Assigned Employee.
R.2
Assignment in Canada:
A PEP Foreign-Assigned Employee who is transferred to Canada shall not be an Employee for purposes of eligibility for the Plan during his period of service in Canada. However, upon such person’s return to employment on an Employer’s United States payroll following his service in Canada, the following shall apply for purposes of determining such PEP Foreign-Assigned Employee’s Total Pension under Section 5.1 of the Plan, provided the person’s employment in Canada was a Temporary Assignment (as defined in the Salaried Plan) and contributions to United States Social Security were made for such person during the Temporary Assignment pursuant to a totalization agreement (such person’s return to a United States payroll after such an assignment in Canada may be referred to as an “eligible return”):
(a)    Such person’s eligible return will be treated as a “transfer” under Section 3.6(a) of the Salaried Plan.
(b)    Such person’s employment in Canada for an Approved Foreign Subsidiary prior to the eligible return shall be treated as “pre-transfer employment” for which an amount of Pre-transfer Service will be determined and recognized in accordance with

105


Section 3.6(a)(2) of the Salaried Plan, and Credited Service will be granted in accordance with Section 3.6(a)(3) of the Salaried Plan to the same extent as would apply if the person had been covered by a qualifying plan for the entire period such person was both on a Temporary Assignment in Canada and subject to a totalization agreement.
A Canadian pension plan or similar arrangement that is a qualifying plan, within the meaning of Section 3.6(c)(4) of the Salaried Plan, will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3). Any qualifying plan that is not a broad-based foreign retirement plan shall reduce a Participant’s benefit under this Plan only to the extent of the value of such qualifying plan as of immediately prior to the Participant’s eligible return, and such reduction shall be applied only to the benefit that accrues immediately upon the Participant’s eligible return.
R.3
Assignment in the United Kingdom:
For purposes of calculating benefits under this Plan in the case of a PEP Foreign-Assigned Employee or another Participant who is transferred to the United Kingdom and who participates while there in a United Kingdom pension plan or similar arrangement that is a qualifying plan, within the meaning of Section 3.6(c)(4) of the Salaried Plan, such qualifying plan will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3).
R.4
Assignment in India:
For purposes of calculating benefits under this Plan in the case of a PEP Foreign-Assigned Employee or another Participant who is transferred to India and who participates while

106


there in a Indian pension plan or similar arrangement that is a qualifying plan, within the meaning of Section 3.6(c)(4) of the Salaried Plan, such qualifying plan will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3).
R.5
Assignment in Singapore:
For purposes of calculating benefits under this Plan in the case of a PEP Foreign-Assigned Employee or another Participant who is transferred to Singapore and who participates while there in a Singapore pension plan or similar arrangement that is a qualifying plan, within the meaning of Section 3.6(c)(4) of the Salaried Plan, such qualifying plan will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3).
R.6
Assignment in Russia:
For purposes of calculating benefits under this Plan, in the case of a PEP Foreign-Assigned Employee or another Participant who is transferred to Russia and who participates while there in a Russian pension plan or similar arrangement that is a qualifying plan, within the mean of Section 3.6(c)(4) of the Salaried Plan, such qualifying plan will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3).

107




R.7
Assignment in South Africa:
For purposes of calculating benefits under this Plan, in the case of a PEP Foreign-Assigned Employee or another Participant who is transferred to South Africa and who participates while there in a South African pension plan or similar arrangement that is qualifying plan, within the meaning of Section 3.6(c)(4) of the Salaried Plan, such qualifying plan will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3).
R.8
Assignment in Thailand:
For purposes of calculating benefits under this Plan, in the case of PEP Foreign-Assigned Employee or another Participant who is transferred to Thailand and who participates while there in a Thai pension plan or similar arrangement that is a qualifying plan, within the meaning of Section 3.6(c)(4) of the Salaried Plan, such qualifying plan will be taken into account in the manner usually applicable to a qualifying plan only if such qualifying plan constitutes a broad-based foreign retirement plan, as that term is defined in Treasury Regulation § 1.409A-1(a)(3).
R.9
Elimination of Eligible Classification Requirement:
(a)    For purposes of calculating benefits under this Plan in the case of a Participant who is employed by the Yum Organization and who ceases to be an Eligible Employee as a result of his being transferred to a country identified in Section Q.2(a) of the Salaried Plan (excluding Canada):
(1)    The eligible classification requirement for Retirement eligibility under Sections 4.1, 4.2, 4.4 and 4.5 shall be disregarded for purposes of

108


determining the amount of the 409A Pension to which the Participant is entitled under Article V (i.e., benefit formula and early commencement factors); and
(2)     The eligible classification requirement under Section 4.6(a) shall be disregarded for purposes of determining the amount of Pre-Retirement Spouse’s 409A Pension to which the Eligible Spouse of such Participant is entitled under Article V.
The increase in the amount of a Participant’s or Eligible Spouse’s benefit resulting from the application of this subsection shall be determined by taking into account the Participant’s total Credited Service under the Plan (including Credited Service for periods before January 1, 2005), but such increase shall be provided solely and entirely under the 409A Program. The terms and conditions on the elimination of the eligible classification requirement for purposes of calculating a Participant’s 409A Pension under this subsection (a) shall apply notwithstanding the provisions of Section Q.4 of the Salaried Program.
(b)    In addition, in the case of a Participant who becomes eligible for a Retirement Pension under the 409A Program due to the elimination of the eligible classification requirement for such Participant under subsection (a) above, the Participant’s Pre-409A Pension shall be paid in accordance with clause (ii) of Section 6.1(a) of the document for the Pre-409A Program, and the Participant (during the period he is described in this subsection) shall not be eligible to make an Advance Election under the Pre-409A Program notwithstanding the fact that the Participant’s benefit under the Salaried Plan is paid pursuant to the form of payment provisions applicable to Retirement Pensions under the Salaried Plan.



109




ARTICLE S - LIMITATION ON BENEFIT ENHANCEMENTS
THAT ARE SUBJECT TO SECTION 457A
S.1    Scope.
With respect to any person who is subject to Section S.2 below (as a result of a transfer and other circumstances described in Section S.2), this Article S supplements the main portion of the Plan document and controls over the preceding Articles of this Appendix. This Article S is effective as of the beginning of the day on January 1, 2016.
S.2    Section 457A.
To avoid the application of Code section 457A (“Section 457A”) to a Participant’s Pension, the following shall apply to a Participant who is or is expected to become, during the current year, subject to income taxation under the Code (a “US-Taxed Participant”), and who transfers to a work location outside of the United States to provide services to a member of the YUM! Organization that is neither a United States corporation nor a pass-through entity that is wholly owned by a United States corporation (“Covered Transfer”):
(a)    The US-Taxed Participant shall automatically vest in his or her Pension as of the end of the last business day before the Covered Transfer;
(b)    From and after the Covered Transfer, any benefit accruals or other increases or enhancements to the US-Taxed Participant’s Pension relating to -
(1)    Service,
(2)    Earnings (as defined in the Salaried Plan),
(3)    The attainment of a specified age (“age attainment”),

110



(collectively, “Benefit Enhancement”) will not be credited to the US-Taxed Participant until the end of the last day of the Plan Year in or for which the US-Taxed Participant has the Service, Earnings or age attainment that results in such Benefit Enhancement, and then only if and to the extent permissible under subsection (c) below at that time; and
(c)    The US-Taxed Participant shall have no legal right to (and the US-Taxed Participant shall not receive) any Benefit Enhancement, which relates to Service, Earnings or age attainment, from and after the Covered Transfer to the extent such Benefit Enhancement would constitute compensation that is includable in income under Section 457A.
Notwithstanding the foregoing, one or more of the foregoing subsections shall not apply to a US-Taxed Participant who has a Covered Transfer if, prior to the Covered Transfer (or prior to the start of a calendar year beginning after the Covered Transfer, with respect to such calendar year), the Company provides a written communication (either to the Participant individually, to a group of similar Participants, to Participants generally, or framed in any other way that is intended to cause the communication to apply to the Participant - i.e., an “applicable communication”) that one or more of these subsections do not apply to the Covered Transfer in question. Subsection (b) shall cease to apply as of the earlier of - (i) the date the Participant returns to service for a member of the YUM! Organization that is a United States corporation or a pass-through entity that is wholly owned by a United States corporation, or (ii) the effective date for such cessation that is stated in an applicable communication. In addition, the Company’s Vice President with responsibility for this Plan may (in his or her discretion) waive the application of one or more of these subsections retroactively with respect to some or all of the period that begins with the Covered Transfer, by providing the US-Taxed Participant with a written notification that clearly and expressly provides for such waiver.


111
 EX-12.1 3 yum-12312017xex121.htm EXHIBIT 12.1 Exhibit


Exhibit 12.1
YUM! Brands, Inc.
Ratio of Earnings to Fixed Charges Years Ended 2017 - 2013
(In millions except ratio amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52 Weeks
 
53 Weeks
 
52 Weeks
 
 
2017
 
2016
(As Restated)
 
2015
(As Restated)
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pretax income from continuing operations before cumulative effect of accounting changes
 
$
2,274

 
$
1,345

 
$
1,253

 
$
1,374

 
$
1,279

 
 
 
 
 
 
 
 
 
 
 
50% or less owned Affiliates' interests, net
 
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Interest Expense
 
478

 
330

 
158

 
162

 
282

 
 
 
 
 
 
 
 
 
 
 
Interest portion of net rent expense
 
40

 
50

 
57

 
62

 
64

 
 
 
 
 
 
 
 
 
 
 
Earnings available for fixed charges
 
$
2,792

 
$
1,725

 
$
1,468

 
$
1,598

 
$
1,625

 
 
 
 
 
 
 
 
 
 
 
Fixed Charges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Expense
 
$
478

 
$
330

 
$
158

 
$
164

 
$
283

Interest portion of net rent expense
 
40

 
50

 
57

 
62

 
64

 
 
 
 
 
 
 
 
 
 
 
Total fixed charges
 
$
518

 
$
380

 
$
215

 
$
226

 
$
347

 
 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges
 
5.39

 
4.54

 
6.83

 
7.07

 
4.68

 
 
 
 
 
 
 
 
 
 
 



 EX-21.1 4 yum-12312017xex211.htm EXHIBIT 21.1 Exhibit


 
Exhibit 21.1
SUBSIDIARIES OF YUM! BRANDS, INC.
AS OF DECEMBER 31, 2017

Name of Subsidiary

State or Country of
Incorporation
A.C.N. 003 190 163 Pty. Limited
Australia
A.C.N. 003 190 172 Pty. Limited
Australia
A.C.N. 003 273 854 Pty. Limited
Australia
A.C.N. 054 055 917 Pty. Ltd.
Australia
A.C.N. 054 121 416 Pty. Ltd. f/k/a Pizza Hut Australia Pty Limited f/k/a ACN 054 121 416 Pty. Ltd.
Australia
A.C.N. 085 239 961 Pty. Ltd. (SA1)
Australia
A.C.N. 085 239 998 Pty. Ltd. (SA2)
Australia
A.C.N. 107 434 882 Pty Limited f/k/a/ Yum! Restaurants KFC Australia Services Pty Ltd f/k/a Yum! Restaurants Australia Services Pty Ltd
Australia
A.C.N. 108 123 502 Pty Limited f/k/a/ Yum! Restaurants New Zealand Services Pty. Ltd
Australia
ABR Insurance Company
Vermont
Ashton Fried Chicken Pty. Limited
Australia
Cyprus Caramel Restaurants Limited
Cyprus
Demipower (Eastern) Limited
United Kingdom
Finger Lickin' Chicken Limited
United Kingdom
GCTB, LLC f/k/a GCTB, Inc.
Virginia
Gloucester Properties Pty. Ltd.
Australia
Inventure Restaurantes Ltda.
Brazil
Kentucky Fried Chicken (Germany) Restaurant Holdings GmbH
Germany
Kentucky Fried Chicken (Great Britain) Limited
United Kingdom
Kentucky Fried Chicken (Great Britain) Services Limited
United Kingdom
Kentucky Fried Chicken Canada Company
Canada
Kentucky Fried Chicken International Holdings, LLC f/k/a Kentucky Fried Chicken International Holdings, Inc.
Delaware
Kentucky Fried Chicken Limited f/k/a Norfolk Fast Foods Limited
United Kingdom
Kentucky Fried Chicken Pty. Ltd.
Australia
KFC (Pty) Ltd f/k/a Yum Restaurants International (Proprietary) Limited
South Africa
KFC Advertising, Ltd.
United Kingdom
KFC Asia LLC
Delaware
KFC Brasil Publicidade e Propaganda Ltda
Brazil
KFC Chamnord SAS
France
KFC Corporation
Delaware
KFC Europe S.à r.l.
Luxembourg
KFC France SAS
France
KFC Global Holdings, Inc.
Delaware
KFC Holding Co.
Delaware
KFC Holding SAS
France
KFC Holdings B.V.
Netherlands
KFC Intermediate Holdings S.à r.l.
Luxembourg
KFC International Finance Company LLC f/k/a KFC International Finance Company S.à r.l.
Delaware
KFC International Holdings I LLC f/k/a KFC International Holdings I S.à r.l. f/k/a Yum! Finance Holdings ll Sarl f/k/a Stealth Investments Sarl
Delaware
KFC International Holdings II S.à r.l.
Luxembourg
KFC Italy S.r.l.
Italy
KFC Menapak LLC
Delaware
KFC MENAPAK S.à r.l.
Luxembourg
KFC Mexico B.V.
Netherlands
KFC Netherlands B.V.
Netherlands
KFC North America S.à r.l.
Luxembourg
KFC Pacific Holdings Ltd f/k/a THC II Limited
Malta
KFC Pacific LLC
Delaware




KFC Real Estate B.V.
Netherlands
KFC Restaurants Asia Pte., Ltd.
Singapore
KFC Restaurants Spain S.L.
Spain
KFC Russia Holdings I S.à r.l.
Luxembourg
KFC South Africa Holdings B.V.
Netherlands
KFC THC V Ltd f/k/a THC V Limited
Malta
KFC Turkey LLC
Delaware
KFC US, LLC f/k/a KFC Franchisor, LLC
Delaware
KFC YFI Holdco S.à r.l.
Luxembourg
KFC Yum! Franchise I LP
Canada (Alberta)
KFC Yum! Franchise III f/k/a Yum! Franchise III
Australia
KZ Catering Ltd.
United Kingdom
MFIT Foods Ltd.
United Kingdom
Multibranding Pty. Ltd.
Australia
Newcastle Fried Chicken Pty. Ltd.
Australia
Northside Fried Chicken Pty Limited
Australia
Novo BL SAS
France
Novo Re IMMO SAS
France
PH Asia Holdings S.à r.l.
Luxembourg
PH Asia LLC
Delaware
PH Canada Company
Canada
PH Canada Holdco Company
Canada
PH Digico LLC
Delaware
PH Europe LLC f/k/a PH US LLC
Delaware
PH Europe S.à r.l.
Luxembourg
PH Global Holdings, Inc.
Delaware
PH Intermediate Holdings S.à r.l.
Luxembourg
PH International Finance Company LLC f/k/a PH International Finance Company S.à r.l.
Delaware
PH International Holdings I LLC f/k/a PH International Holdings I S.à r.l. f/k/a Yum! Finance Holdings lll Sarl f/k/a ITRAS Holdings Sarl
Delaware
PH International Holdings II S.à r.l.
Luxembourg
PH Mexico B.V.
Netherlands
PH Mexico S.à r.l.
Luxembourg
PH North America S.à r.l.
Luxembourg
PH Restaurant Holdings GmbH
Germany
PH South Africa Holdings B.V.
Netherlands
PH THC V Ltd
Malta
PH YFI Holdco S.à r.l.
Luxembourg
PH Yum! Franchise I LP
Canada (Alberta)
PH Yum! Franchise III
Australia
Pizza Hut (Pty) Ltd f/k/a Friedshelf 1503 Proprietary Limited
South Africa
Pizza Hut Delivery Germany GmbH
Germany
Pizza Hut Europe Limited
United Kingdom
Pizza Hut Gida ve Ticaret Anonim Sirketi
Turkey
Pizza Hut Guarantor, LLC
Delaware
Pizza Hut Holdings, LLC
Delaware
Pizza Hut HSR Advertising Limited
United Kingdom
Pizza Hut International, LLC
Delaware
Pizza Hut MENAPAK Counsulting FZE
U.A.E.
Pizza Hut MENAPAK S.à r.l.
Luxembourg
Pizza Hut of America, LLC f/k/a Pizza Hut of America, Inc.
Delaware
Pizza Hut Pacific Holdings Ltd.
Malta
Pizza Hut Restaurants Asia Pte., Ltd.
Singapore
Pizza Hut Restaurants China-India Pte. Ltd.
Singapore




Pizza Hut Turkey LLC
Delaware
Pizza Hut, LLC
Delaware
Restaurant Concepts LLC
Delaware
Restaurant Holdings Limited
United Kingdom
SASA Foods Limited
United Kingdom
Scotco One Five Five Limited
United Kingdom
Scotco Trowbridge Limited
United Kingdom
Southern Fast Foods Limited f/k/a Milne Fast Foods Limited
United Kingdom
Splendid Restaurants (Harland) Limited
United Kingdom
Suffolk Fast Foods Limited
United Kingdom
Taco Bell Cantina Corp.
Delaware
Taco Bell Corp
California
Taco Bell Franchise Holder 1, LLC
Delaware
Taco Bell Franchisor Holdings, LLC
Delaware
Taco Bell Franchisor, LLC
Delaware
Taco Bell Funding, LLC
Delaware
Taco Bell IP Holder, LLC
Delaware
Taco Bell of America, LLC f/k/a Taco Bell of America, Inc.
Delaware
Taco Bell Restaurants Asia Pte., Ltd.
Singapore
Taco Bell Restaurants China-India Pte. Ltd.
Singapore
TB Asia Holdings S.à r.l.
Luxembourg
TB Asia LLC
Delaware
TB Canada Company
Canada
TB Cantina, LLC
Delaware
TB Global Holdings, Inc.
Delaware
TB International Holdings II S.à r.l.
Luxembourg
TB North America S.à r.l.
Luxembourg
TB YFI Holdco S.à r.l.
Luxembourg
TB Yum! Franchise I LP
Canada (Alberta)
TBA Services, LLC
Delaware
Tricon Global Restaurants, Inc.
North Carolina
Versailles Resto S.A.S.
France
YA Company One Pty. Ltd.
Australia
YCH S.a.r.l.
Luxembourg
YEB Holdings LLC
Delaware
YEB III LLC
Delaware
YRH Holdco Limited
United Kingdom
YRI Europe S.a.r.l.
Luxembourg
YRI Global Liquidity S.a.r.l. f/k/a Bolden Holding Sarl
Luxembourg
YRI Investment Company S.a.r.l. f/k/a Brownstone Holdings Sarl
Luxembourg
Yum Cyprus Limited
Cyprus
Yum Restaurant Services Group, LLC f/k/a Yum Restaurant Services Group, Inc.
Delaware
Yum! Asia Franchise Pte Ltd
Singapore
Yum! Asia Holdings II S.a.r.l
Luxembourg
Yum! Asia Holdings S.a.r.l
Luxembourg
Yum! Australia Equipment Pty. Ltd.
Australia
Yum! Brands Mexico Holdings II LLC
Delaware
Yum! Finance Holdings IV S.a.r.l
Luxembourg
YUM! Finance Holdings l Sarl f/k/a Sunhill Holdings Sarl
Luxembourg
Yum! Finance Holdings V S.a.r.l
Luxembourg
Yum! Franchise de Mexico, S.a.r.l.
Luxembourg
Yum! Franchise II LLP
United Kingdom
Yum! III (UK) Limited
United Kingdom
Yum! International Finance Company S.a.r.l.
Luxembourg




Yum! International Finance II S.a.r.l.
Luxembourg
Yum! International Participations LLC f/k/a Yum! International Participations S.a.r.l
Delaware
Yum! KFC Australia Holdings I LLC f/k/a Yum! Australia Holdings I LLC
Delaware
Yum! KFC Australia Holdings II LLC f/k/a Yum! Australia Holdings II LLC
Delaware
Yum! Luxembourg Investments LLC f/k/a Yum! Luxembourg Investments S.a.r.l.
Delaware
Yum! PH Australia Holdings I LLC
Delaware
Yum! PH Australia Holdings II LLC
Delaware
Yum! Restaurant Holdings
United Kingdom
Yum! Restaurantes do Brasil Ltda.
Brazil
Yum! Restaurants (India) Private Limited
India
Yum! Restaurants (NZ) Ltd.
New Zealand
Yum! Restaurants Asia Pte. Ltd.
Singapore
Yum! Restaurants Australia Pty Limited
Australia
Yum! Restaurants Europe Limited
United Kingdom
Yum! Restaurants Germany GmbH
Germany
Yum! Restaurants International (MENAPAK) Co. S.P.C.
Bahrain
Yum! Restaurants International (Thailand) Co., Ltd.
Thailand
Yum! Restaurants International Holdings, LLC f/k/a Yum! Restaurants International Holdings, Ltd.
Delaware
Yum! Restaurants International Limited
United Kingdom
Yum! Restaurants International Ltd. & Co. Kommanditgesellschaft
Germany
Yum! Restaurants International Management LLC f/k/a Yum! Restaurants International Management S.a.r.l.
Delaware
YUM! Restaurants International MENAPAK Consulting FZE.
U.A.E.
Yum! Restaurants International Russia and CIS LLC
Russian Federation
Yum! Restaurants International Russia LLC
Russian Federation
Yum! Restaurants International, Inc.
Delaware
Yum! Restaurants International, S de RL de CV
Mexico
Yum! Restaurants Limited f/k/a Valleythorn Limited
United Kingdom
Yum! Restaurants Marketing Private Limited
India
Yumsop Pty Limited
Australia





 EX-23.1 5 yum-12312017xex231.htm EXHIBIT 23.1 Exhibit


Exhibit 23.1


Consent of Independent Registered Public Accounting Firm
The Board of Directors
YUM! Brands, Inc.:

We consent to the incorporation by reference in the registration statements listed below of YUM! Brands, Inc. and Subsidiaries (YUM) of our report dated February 21, 2018, with respect to the consolidated balance sheets of YUM as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity (deficit) for each of the fiscal years in the three-year period ended December 31, 2017 and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2017, which report appears in the December 31, 2017 annual report on Form 10-K of YUM.
Our report refers to a change in YUM’s fiscal year whereby YUM changed from a 52-53 week fiscal year to a fiscal year ending on December 31 of each year and eliminated any of the one-month or one-period reporting lags of its international subsidiaries.

Description
Registration Statement Number
Form S-3
 
Debt Securities
333-188216
Form S-8
 
Restaurant Deferred Compensation Program
333-36877, 333-32050
Executive Income Deferral Program
333-36955
SharePower Stock Option Plan
333-36961
YUM! Brands 401 (k) Plan
333-36893, 333-32048, 333-109300
YUM! Brands, Inc. Restaurant General Manager Stock Option Plan
333-64547
YUM! Brands, Inc. Long-Term Incentive Plan
333-32052, 333-109299, 333-170929

Louisville, Kentucky
February 21, 2018




 EX-31.1 6 yum-12312017xex311.htm EXHIBIT 31.1 Exhibit


Exhibit 31.1
CERTIFICATION

I, Greg Creed, certify that:
1.
I have reviewed this report on Form 10-K of YUM! Brands, Inc.;
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report.
 
 
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
 
 
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 21, 2018
/s/ Greg Creed
 
Chief Executive Officer




 EX-31.2 7 yum-12312017xex312.htm EXHIBIT 31.2 Exhibit


Exhibit 31.2
CERTIFICATION

I, David W. Gibbs, certify that:
1.
I have reviewed this report on Form 10-K of YUM! Brands, Inc.;
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report.
 
 
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
 
 
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 21, 2018
/s/ David W. Gibbs
 
President and Chief Financial Officer




 EX-32.1 8 yum-12312017xex321.htm EXHIBIT 32.1 Exhibit


Exhibit 32.1


CERTIFICATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of YUM! Brands, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Greg Creed, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 21, 2018
 /s/ Greg Creed
 
Chief Executive Officer


A signed original of this written statement required by Section 906 has been provided to YUM! Brands, Inc. and will be retained by YUM! Brands, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.




 EX-32.2 9 yum-12312017xex322.htm EXHIBIT 32.2 Exhibit


Exhibit 32.2


CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of YUM! Brands, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, David W. Gibbs, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 21, 2018
/s/ David W. Gibbs
 
President and Chief Financial Officer


A signed original of this written statement required by Section 906 has been provided to YUM! Brands, Inc. and will be retained by YUM! Brands, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.




 EX-101.SCH 10 yum-20171231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1004000 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1004501 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - Consolidated Statement of Comprehensive Income link:presentationLink link:calculationLink link:definitionLink 1003000 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - Consolidated Statements of Income link:presentationLink link:calculationLink link:definitionLink 1005000 - Statement - Consolidated Statements of Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 1005501 - Statement - Consolidated Statements of Shareholders' Equity (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 2120100 - Disclosure - Contingencies link:presentationLink link:calculationLink link:definitionLink 2420402 - Disclosure - Contingencies (Details) link:presentationLink link:calculationLink link:definitionLink 2420403 - Disclosure - Contingencies (Details 2) link:presentationLink link:calculationLink link:definitionLink 2420404 - Disclosure - Contingencies (Details 3) link:presentationLink link:calculationLink link:definitionLink 2320301 - Disclosure - Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 2413402 - Disclosure - Derivative Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 2413403 - Disclosure - Derivative Instruments (Details 2) link:presentationLink link:calculationLink link:definitionLink 2113100 - Disclosure - Derivative Instruments (Notes) link:presentationLink link:calculationLink link:definitionLink 2313301 - Disclosure - Derivative Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 2101100 - Disclosure - Description of Business link:presentationLink link:calculationLink link:definitionLink 2401401 - Disclosure - Description of Business (Details) link:presentationLink link:calculationLink link:definitionLink 2104100 - Disclosure - Discontinued Operations link:presentationLink link:calculationLink link:definitionLink 2404402 - Disclosure - Discontinued Operations (Details) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - Discontinued Operations (Tables) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 2103100 - Disclosure - Earnings Per Common Share ("EPS") link:presentationLink link:calculationLink link:definitionLink 2403402 - Disclosure - Earnings Per Common Share ("EPS") (Details) link:presentationLink link:calculationLink link:definitionLink 2303301 - Disclosure - Earnings Per Common Share ("EPS") (Tables) link:presentationLink link:calculationLink link:definitionLink 2114100 - Disclosure - Fair Value Disclosures link:presentationLink link:calculationLink link:definitionLink 2414402 - Disclosure - Fair Value Disclosures (Details) link:presentationLink link:calculationLink link:definitionLink 2314301 - Disclosure - Fair Value Disclosures (Tables) link:presentationLink link:calculationLink link:definitionLink 2107100 - Disclosure - Franchise and License Fees and Income link:presentationLink link:calculationLink link:definitionLink 2407402 - Disclosure - Franchise and License Fees and Income (Details) link:presentationLink link:calculationLink link:definitionLink 2307301 - Disclosure - Franchise and License Fees and Income (Tables) link:presentationLink link:calculationLink link:definitionLink 2110100 - Disclosure - Goodwill and Intangible Assets link:presentationLink link:calculationLink link:definitionLink 2410402 - Disclosure - Goodwill and Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2410403 - Disclosure - Goodwill and Intangible Assets (Details 2) link:presentationLink link:calculationLink link:definitionLink 2310301 - Disclosure - Goodwill and Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2118100 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2418402 - Disclosure - Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2418403 - Disclosure - Income Taxes (Details 2) link:presentationLink link:calculationLink link:definitionLink 2418403 - Disclosure - Income Taxes (Details 2) link:presentationLink link:calculationLink link:definitionLink 2418404 - Disclosure - Income Taxes (Details 3) link:presentationLink link:calculationLink link:definitionLink 2418405 - Disclosure - Income Taxes (Details 4) link:presentationLink link:calculationLink link:definitionLink 2418406 - Disclosure - Income Taxes (Details 5) link:presentationLink link:calculationLink link:definitionLink 2418407 - Disclosure - Income Taxes (Details 6) link:presentationLink link:calculationLink link:definitionLink 2318301 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2105100 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows (Details) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows (Tables) link:presentationLink link:calculationLink link:definitionLink 2112100 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 2412402 - Disclosure - Leases (Details) link:presentationLink link:calculationLink link:definitionLink 2312301 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 2422401 - Disclosure - Note 22. Subsequent Events Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink 2402407 - Disclosure - Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 5) (Details) link:presentationLink link:calculationLink link:definitionLink 2108100 - Disclosure - Other (Income) Expense link:presentationLink link:calculationLink link:definitionLink 2408402 - Disclosure - Other (Income) Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2308301 - Disclosure - Other (Income) Expense (Tables) link:presentationLink link:calculationLink link:definitionLink 2115100 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans link:presentationLink link:calculationLink link:definitionLink 2415402 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans (Details) link:presentationLink link:calculationLink link:definitionLink 2315301 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Reportable Operating Segments link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Reportable Operating Segments (Details) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Reportable Operating Segments (Tables) link:presentationLink link:calculationLink link:definitionLink 2121100 - Disclosure - Selected Quarterly Financial Data (Unaudited) link:presentationLink link:calculationLink link:definitionLink 2421402 - Disclosure - Selected Quarterly Financial Data (Unaudited) (Details) link:presentationLink link:calculationLink link:definitionLink 2321301 - Disclosure - Selected Quarterly Financial Data (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 2116100 - Disclosure - Share-based and Deferred Compensation Plans link:presentationLink link:calculationLink link:definitionLink 2416402 - Disclosure - Share-based and Deferred Compensation Plans (Details) link:presentationLink link:calculationLink link:definitionLink 2316301 - Disclosure - Share-based and Deferred Compensation Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 2117100 - Disclosure - Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 2417402 - Disclosure - Shareholders' Equity (Details) link:presentationLink link:calculationLink link:definitionLink 2417403 - Disclosure - Shareholders' Equity (Details 2) link:presentationLink link:calculationLink link:definitionLink 2317301 - Disclosure - Shareholders' Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 2111100 - Disclosure - Short-term Borrowings and Long-term Debt link:presentationLink link:calculationLink link:definitionLink 2411402 - Disclosure - Short-term Borrowings and Long-term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2311301 - Disclosure - Short-term Borrowings and Long-term Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 2122100 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 2102100 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2402403 - Disclosure - Summary of Significant Accounting Policies (Details) link:presentationLink link:calculationLink link:definitionLink 2402404 - Disclosure - Summary of Significant Accounting Policies (Details 2) link:presentationLink link:calculationLink link:definitionLink 2402405 - Disclosure - Summary of Significant Accounting Policies (Details 3) link:presentationLink link:calculationLink link:definitionLink 2402406 - Disclosure - Summary of Significant Accounting Policies (Details 4) link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2302302 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2109100 - Disclosure - Supplemental Balance Sheet Information link:presentationLink link:calculationLink link:definitionLink 2409402 - Disclosure - Supplemental Balance Sheet Information (Details) link:presentationLink link:calculationLink link:definitionLink 2309301 - Disclosure - Supplemental Balance Sheet Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2106100 - Disclosure - Supplemental Cash Flow Data link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Supplemental Cash Flow Data (Details) link:presentationLink link:calculationLink link:definitionLink 2306301 - Disclosure - Supplemental Cash Flow Data (Tables) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 11 yum-20171231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 12 yum-20171231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 13 yum-20171231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Goodwill and Intangible Assets Disclosure [Abstract] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Operating Activities [Axis] Operating Activities [Axis] Operating Activities [Domain] Operating Activities [Domain] Continuing Operations [Member] Continuing Operations [Member] Equity Method Investee, Name [Axis] Investment, Name [Axis] Investment, Name [Domain] Investment, Name [Domain] Little Sheep Group Limited [Member] Little Sheep Group Limited [Member] Little Sheep Group Limited [Member] Segments [Axis] Segments [Domain] Segments [Domain] KFC KFC [Member] KFC is a concept which operates in many countries and territories. Pizza Hut PH [Member] PH [Member] Taco Bell Taco Bell [Member] Taco Bell is a concept which operates in many countries and territories. Goodwill [Line Items] Goodwill [Line Items] Changes in the carrying amount of goodwill [Roll Forward] Goodwill [Roll Forward] Goodwill, gross Goodwill, Gross Accumulated impairment losses (beginning balance) Goodwill, Impaired, Accumulated Impairment Loss Goodwill, net Goodwill Acquisitions Goodwill, Acquired During Period Impairment Losses Goodwill, Impairment Loss Disposals and other, net Goodwill Disposals And Other Net Disclosure of goodwill write-offs associated with refranchising and the impact of foreign currency translation on existing goodwill balances. Accumulated impairment losses (ending balance) Statement of Cash Flows [Abstract] Statement [Table] Statement [Table] Discontinued Operations [Member] Discontinued Operations [Member] Statement [Line Items] Statement [Line Items] Cash Flows - Operating Activities Net Cash Provided by (Used in) Operating Activities [Abstract] Net Income Net Income (Loss) Attributable to Parent Income from discontinued operations, net of tax Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent Depreciation and amortization Depreciation, Depletion and Amortization Closures and impairment (income) expenses Closures and impairment expenses Includes 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; in addition, the charge against earnings resulting from the impairment of restaurants we anticipate continuing to operate as Company stores. Refranchising (gain) loss Gain (Loss) on Disposition of Assets Contributions to defined benefit pension plans Payment for Pension Benefits Losses and other costs related to the extinguishment of debt Gain (Loss) on Extinguishment of Debt Deferred income taxes Deferred Income Tax Expense (Benefit) Excess tax benefit from share-based compensation Excess Tax Benefit from Share-based Compensation, Operating Activities Share-based compensation expense Share-based Compensation Changes in accounts and notes receivable Increase (Decrease) in Accounts and Notes Receivable Changes in inventories Increase (Decrease) in Inventories Changes in prepaid expenses and other current assets Increase (Decrease) in Prepaid Expense and Other Assets Changes in accounts payable and other current liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Changes in income taxes payable Increase (Decrease) in Income Taxes Payable Other, net Other Operating Activities, Cash Flow Statement Net Cash Provided by Operating Activities Net Cash Provided by (Used in) Operating Activities Cash Flows - Investing Activities Net Cash Provided by (Used in) Investing Activities [Abstract] Capital spending Payments to Acquire Property, Plant, and Equipment Proceeds from refranchising of restaurants Proceeds from Divestiture of Businesses Other, net Payments for (Proceeds from) Other Investing Activities Net Cash Used in Investing Activities Net Cash Provided by (Used in) Investing Activities Cash Flows - Financing Activities Net Cash Provided by (Used in) Financing Activities [Abstract] Proceeds from long-term debt Proceeds from Issuance of Long-term Debt Repayments of long-term debt Repayments of Long-term Debt Revolving credit facilities, three months or less, net Revolving credit facilities, three months or less, net The net cash inflow (outflow) on the revolving credit facilities for borrowings having original maturities of three months or less are reported net in this item. Short-term borrowings by original maturity Short Term Borrowings By Original Maturity [Abstract] More than three months - proceeds Proceeds from Short-term Debt, Maturing in More than Three Months More than three months - payments Repayments of Short-term Debt, Maturing in More than Three Months Three months or less, net Proceeds from Short-term Debt, Maturing in Three Months or Less Repurchase shares of Common Stock Payments for Repurchase of Common Stock Excess tax benefit from share-based compensation Excess Tax Benefit from Share-based Compensation, Financing Activities Dividends paid on Common Stock Payments of Ordinary Dividends, Common Stock Debt issuance costs Payments of Debt Issuance Costs Net transfers from discontinued operations Net transfers from discontinued operations Net transfers from discontinued operations Other, net Proceeds from (Payments for) Other Financing Activities Net Cash Used in Financing Activities Net Cash Provided by (Used in) Financing Activities Effect of Exchange Rate on Cash and Cash Equivalents Effect of Exchange Rate on Cash and Cash Equivalents Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Continuing Operations Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Continuing Operations Amount of increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents. Includes effect from exchange rate changes. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Beginning of Year Cash, Cash Equivalents and Restricted Cash as presented in the Consolidated Statement of Cash Flows Cash, Cash Equivalents and Restricted Cash, Carrying Value NOTE: Restricted Cash is included in Prepaids and other current assets and Other assets on the Consolidated Balance Sheets Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - End of Year Organization, Consolidation and Presentation of Financial Statements [Abstract] Range [Axis] Range [Axis] Range [Domain] Range [Domain] Minimum [Member] Minimum [Member] Maximum [Member] Maximum [Member] Company Owned Stores [Axis] Company Owned Stores [Axis] Company Owned Stores [Axis] Company Owned Stores [Domain] Company Owned Stores [Domain] [Domain] for Company Owned Stores [Axis] Expected by the end of Yum's Strategic Transformation [Axis] Expected by the end of Yum's Strategic Transformation [Axis] Expected by the end of Yum's Strategic Transformation [Axis] Expected by the end of Yum's Strategic Transformation [Domain] Expected by the end of Yum's Strategic Transformation [Domain] [Domain] for Expected by the end of Yum's Strategic Transformation [Axis] Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis] Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis] Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis] Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Domain] Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Domain] [Domain] for Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis] Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Impact of India Integration into Other Brand Divisions [Member] Impact of India Integration into Other Brand Divisions [Member] Impact of India Integration into Other Brand Divisions [Member] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Segments [Axis] KFC Global Division [Member] KFC Global Division [Member] KFC Global Division [Member] Pizza Hut Global Division [Member] Pizza Hut Global Division [Member] Pizza Hut Global Division [Member] Taco Bell Global Division [Member] Taco Bell Global Division [Member] Taco Bell Global Division [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Period in which we intend to provide shareholder return Period in which we intend to provide shareholder return Period in which we intend to provide shareholder return Intended return to shareholders by 2019 Intended return to shareholders by 2019 Intended return to shareholders by 2019 Approximate Number Of System Units Number of Stores Percent Of System Units Located Outside United States Percent Of System Units Located Outside United States Represents the percent of system units located outside of the United States. Approximate Number Of Countries And Territories Where System Units Are Located Number of Countries in which Entity Operates Number of Operating Segments Number of Operating Segments Revenues Revenues Operating Profit Operating Income (Loss) Number of Restaurants Number of Restaurants Expenditures for Additions to Long-Lived Asset Expenditures for Additions to Long-Lived Asset Expenditures for Additions to Long-Lived Asset General and Administrative Expense General and Administrative Expense as a percent of system sales General and Administrative Expense as a percent of system sales Free cash flow conversion Free cash flow conversion Free cash flow conversion Stock Repurchased During Period, Value Stock Repurchased During Period, Value Proceeds from Issuance of Debt Proceeds from Issuance of Debt Fiscal period months standard first quarter Fiscal period months standard first quarter Fiscal period months standard first quarter Fiscal period months standard second and third quarters Fiscal period months standard second and third quarters Fiscal period months standard second and third quarters Fiscal period months standard fourth quarter Fiscal period months standard fourth quarter Fiscal period months standard fourth quarter Number of periods or months in advance that certain of our international businesses close their books Number of periods or months in advance that certain of our international businesses close their books Number of periods or months in advance that certain of our international businesses close their books Condensed Statement of Comprehensive Income [Abstract] Condensed Statement of Comprehensive Income [Abstract] Net Income (loss) - YUM! Brands, Inc. Net Income (loss) - noncontrolling interests Net Income (Loss) Attributable to Noncontrolling Interest Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Adjustments and gains (losses) arising during the year Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax Reclassifications of adjustments and (gains) losses into Net Income Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax Tax (expense) benefit Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Unrealized gains (losses) arising during the year Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax Reclassification of (gains) losses into Net Income Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Unrealized Gains (Losses), before Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax Tax (expense) benefit Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Unrealized gains (losses) arising during the year Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax Reclassification of (gains) losses into Net Income Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax Tax (expense) benefit Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax Other Comprehensive Income (Loss), Net of Tax Other Comprehensive Income (Loss), Net of Tax Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest Comprehensive Income - Yum! Brands, Inc. Comprehensive Income (Loss), Net of Tax, Attributable to Parent Reportable Operating Segments [Abstract] Reportable Operating Segments [Abstract] Reportable Operating Segments Segment Reporting Disclosure [Text Block] Statement of Financial Position [Abstract] Shareholders' Equity (Deficit) Stockholders' Equity Attributable to Parent [Abstract] Common Stock, par value Common Stock, No Par Value Common Stock, shares authorized Common Stock, Shares Authorized Common Stock, shares issued Common Stock, Shares, Issued Other Income and Expenses [Abstract] Other (Income) Expense Other Income and Other Expense Disclosure [Text Block] Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Text Block] Derivative Instruments and Hedging Activities Disclosure [Text Block] Fair Value Disclosures [Abstract] Fair Value Measurements, Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Fair Value Measurements and Total Losses, Non-Recurring Basis Fair Value Measurements, Nonrecurring [Table Text Block] Accounting Policies [Abstract] KFC U.S. Acceleration Agreement Cost Category [Axis] KFC U.S. Acceleration Agreement Cost Category [Axis] KFC U.S. Acceleration Agreement Cost Category [Axis] KFC U.S. Acceleration Agreement Cost Category [Domain] KFC U.S. Acceleration Agreement Cost Category [Domain] [Domain] for KFC U.S. Acceleration Agreement Cost Category [Axis] Incremental Advertising [Member] Incremental Advertising [Member] Incremental Advertising [Member] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Franchise and license expenses [Member] Franchise and license expenses [Member] Franchise costs [Member] PH U.S. Acceleration Agreement Cost Category [Axis] PH U.S. Acceleration Agreement Cost Category [Axis] PH U.S. Acceleration Agreement Cost Category [Axis] PH U.S. Acceleration Agreement Cost Category [Domain] PH U.S. Acceleration Agreement Cost Category [Domain] [Domain] for PH U.S. Acceleration Agreement Cost Category [Axis] Costs associated with PH U.S. Acceleration Agreement Costs associated with PH U.S. Acceleration Agreement Costs associated with PH U.S. Acceleration Agreement Costs associated with KFC U.S. Acceleration Agreement Costs associated with KFC U.S. Acceleration Agreement Costs associated with KFC U.S. Acceleration Agreement Subsequent Events [Abstract] Subsequent Event [Table] Subsequent Event [Table] Subsequent Event [Line Items] Subsequent Event [Line Items] Subsequent Events [Text Block] Subsequent Events [Text Block] Investments in unconsolidated affiliates Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures Investment Owned, Balance, Shares Investment Owned, Balance, Shares Retirement Benefits [Abstract] Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Other pension (income) expense [Member] Other pension (income) expense [Member] Other pension (income) expense [Member] Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Domain] Retirement Plan Sponsor Location [Domain] Foreign Pension Plan [Member] Foreign Plan [Member] U.S. Pension Plans [Member] Domestic Plan [Member] Investment Type [Axis] Investment Type [Axis] Investment Type Categorization [Domain] Investments [Domain] Equity Securities [Member] Equity Securities [Member] Fixed Income Funds [Member] Fixed Income Funds [Member] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] AOCI Attributable to Parent [Member] Retirement Plan Name [Axis] Retirement Plan Name [Axis] Retirement Plan Name [Domain] Retirement Plan Name [Domain] Retirement Plan Type [Axis] Retirement Plan Type [Axis] Retirement Plan Type [Domain] Retirement Plan Type [Domain] Post-retirement Plan [Member] Other Postretirement Benefits Plan [Member] Defined Benefit Plan, Fair Value of Plan Assets by Measurement [Axis] Fair Value, Hierarchy [Axis] Fair Value Plan Asset Measurement [Domain] Fair Value Hierarchy [Domain] Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 2 [Member] Amount settled prior to year end [Member] Fair value of plan assets, amount settled prior to year end [Member] Fair value of plan assets, amount settled prior to year end [Member] Defined Benefit Plan by Plan Asset Categories [Axis] Defined Benefit Plan, Asset Categories [Axis] Plan Asset Categories [Domain] Plan Asset Categories [Domain] Cash [Member] Cash [Member] Cash Equivalents [Member] Cash Equivalents [Member] Equity Securities - U.S. Large cap [Member] Equity Securities - US Large cap [Member] This category includes information about ownership interests or the right to acquire ownership interests in U.S. large cap corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type. Equity Securities - U.S. Mid cap [Member] Equity Securities - US Mid cap [Member] This category includes information about ownership interests or the right to acquire ownership interests in U.S. mid cap corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type. Equity Securities - U.S. Small cap [Member] Equity Securities - US Small cap [Member] This category includes information about ownership interests or the right to acquire ownership interests in U.S. small cap corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type. Equity Securities - Non-U.S. [Member] Equity Securities - Non US [Member] This category includes information about ownership interests or the right to acquire ownership interests in non-U.S. corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type. Fixed Income Securities - U.S. Corporate [Member] Domestic Corporate Debt Securities [Member] Fixed Income Securities - U.S. Government and Government Agencies [Member] US Treasury and Government [Member] Fixed Income Securities - Non-U.S. Government [Member] Fixed Income Securities [Member] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Net Payable For Unsettled Transactions Net Payable For Unsettled Transactions Net Payable For Unsettled Transactions Pension data adjustment Pension data adjustment Pension data adjustment Defined Benefit Plan, Benefit Obligation, Benefits Paid Defined Benefit Plan, Benefit Obligation, Benefits Paid Defined Benefit Plan, Assets Expected to be Returned to Employer, Description Defined Benefit Plan, Assets Expected to be Returned to Employer, Description Change in benefit obligation Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] Benefit obligation at beginning of year Defined Benefit Plan, Benefit Obligation Service cost Defined Benefit Plan, Service Cost Interest cost Defined Benefit Plan, Interest Cost Plan amendments Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Plan Amendment Curtailment Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment Special termination benefits Defined Benefit Plan, Benefit Obligation, Special and Contractual Termination Benefits Settlement payments Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement Actuarial (gain) loss Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) Defined Benefit Plan, Plan Assets, Administration Expense Defined Benefit Plan, Plan Assets, Administration Expense Benefit obligation at end of year Change in plan assets Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] Fair value of plan assets at beginning of year Defined Benefit Plan, Fair Value of Plan Assets Actual return on plan assets Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss) Employer contributions Defined Benefit Plan, Plan Assets, Contributions by Employer Settlement payments Defined Benefit Plan, Plan Assets, Payment for Settlement Defined Benefit Plan, Administrative expenses Defined Benefit Plan Administrative Expenses Administrative expenses paid for managing plan assets. Fair value of plan assets at end of year Funded status at end of year Defined Benefit Plan, Funded (Unfunded) Status of Plan Benefit Payments [Abstract] Defined Benefit Plan, Expected Future Benefit Payment [Abstract] 2016 Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months 2017 Defined Benefit Plan, Expected Future Benefit Payment, Year Two 2018 Defined Benefit Plan, Expected Future Benefit Payment, Year Three 2019 Defined Benefit Plan, Expected Future Benefit Payment, Year Four 2020 Defined Benefit Plan, Expected Future Benefit Payment, Year Five 2021 - 2025 Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter Amounts recognized in the Consolidated Balance Sheet: Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] Accrued benefit liability - current Liability, Defined Benefit Plan, Current Accrued benefit liability - non-current Liability, Defined Benefit Plan, Noncurrent Accrued benefit amounts recognized Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position Amounts recognized as a loss in Accumulated Other Comprehensive Income: Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract] Actuarial net gain Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax Prior service cost Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax Amounts recognized as a loss in Accumulated Other Comprehensive Income Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax Accumulated benefit obligation Defined Benefit Plan, Accumulated Benefit Obligation Information for pension plans with an accumulated benefit obligation in excess of plan assets: Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] Projected benefit obligation Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation Accumulated benefit obligation Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Accumulated Benefit Obligation Fair value of plan assets Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets Information for pension plans with a projected benefit obligation in excess of plan assets: Defined Benefit Plan, Plan with Benefit Obligation in Excess of Plan Assets [Abstract] Projected benefit obligation Defined Benefit Plan, Plan with Benefit Obligation in Excess of Plan Assets, Benefit Obligation Accumulated benefit obligation Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation Fair value of plan assets Defined Benefit Plan, Plan with Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets Discretionary funding contributions in next year Expected Benefit Payments in the Following Year Expected Benefit Payments in the Following Year Components of net periodic benefit cost: Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] Amortization of prior service cost Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Expected return on plan assets Defined Benefit Plan, Expected Return (Loss) on Plan Assets Amortization of net loss Defined Benefit Plan, Amortization of Gain (Loss) Net periodic benefit cost Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Additional loss recognized due to: Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment [Abstract] Pension losses in accumulated other comprehensive income (loss): Pension Losses In Accumulated Other Comprehensive Income Loss [Roll Forward] A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. Beginning of year Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax Curtailment gain Other Comprehensive Income (Loss), Defined Benefit Plan, Settlement and Curtailment Gain (Loss), before Tax Amortization of net loss Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax Amortization of prior service cost Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax Prior service cost Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), before Tax Other Comprehensive Income (Loss), Defined Benefit Plan, Pension Data Adjustment, before Tax Other Comprehensive Income (Loss), Defined Benefit Plan, Pension Data Adjustment, before Tax Other Comprehensive Income (Loss), Defined Benefit Plan, Pension Data Adjustment, before Tax End of year Amounts that will be amortized from accumulated other comprehensive loss in next fiscal year [Abstract] Defined Benefit Plan, Expected Amortization, Next Fiscal Year [Abstract] Estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year Estimated prior service cost that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year Defined Benefit Plan, Expected Amortization of Prior Service Cost (Credit), Next Fiscal Year Weighted-average assumptions used to determine benefit obligations at the measurement dates: Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] Discount rate (in hundredths) Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Rate of compensation increase (in hundredths) Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years: Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] Discount rate (in hundredths) Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate Long-term rate return on plan assets (in hundredths) Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets Rate of compensation increase (in hundredths) Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase Plan Assets [Abstract] Defined Benefit Plan, Information about Plan Assets [Abstract] Fair value of plan assets by asset category Equity securities, target allocation (in hundredths) Defined Benefit Plan, Plan Assets, Target Allocation, Percentage Value of mutual fund held as an investment that includes YUM stock Defined Benefit Plan, Amount of Employer and Related Party Securities Included in Plan Assets Approximate percentage of total plan assets in investment that includes YUM stock (in hundredths) Defined Benefit Plan Maximum Percentage Of Plan Assets Invested In Employer Securities Maximum allocated percentage in employer securities to total plan assets presented on a weighted-average basis as of the measurement date of the latest statement of financial position. Assumed health care cost trend rates [Abstract] Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] Assumed health care cost trend rate (in hundredths) Defined Benefit Plan, Health Care Cost Trend Rate Assumed, Next Fiscal Year Ultimate trend rate (in hundredths) Defined Benefit Plan, Ultimate Health Care Cost Trend Rate Year that rate reaches ultimate trend rate Defined Benefit Plan, Year Health Care Cost Trend Rate Reaches Ultimate Trend Rate Effect of one-percentage point change in assumed health care cost trend rates [Abstract] Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rate [Abstract] One percentage-point increase in assumed health care cost trend rates, maximum impact to service and interest cost Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components One percentage-point decrease in assumed health care cost trend rates, maximum impact to service and interest cost Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components One percentage-point increase in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation One percentage-point decrease in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year Maximum 401(k) participant contribution of eligible compensation Maximum 401(k) participant contribution of eligible compensation Maximum 401(k) participant contribution of eligible compensation Company match of participant contribution up to 6% of eligible compensation Company match of participant contribution up to 6% of eligible compensation Company match of participant contribution up to 6% of eligible compensation Maximum company match of participant contribution of eligible compensation Maximum company match of participant contribution of eligible compensation Maximum company match of participant contribution of eligible compensation Defined Contribution Plan, Cost Pension settlement charges Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement Defined Benefit Plan, Plan Assets, Benefits Paid Defined Benefit Plan, Plan Assets, Benefits Paid Income Tax Disclosure [Abstract] Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table] Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table] Reasonably Possible Significant Change in Unrecognized Tax Benefits by Item [Axis] Nature of Uncertainty [Axis] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain] Impact On Next Years' Effective Tax Rate [Member] Amount of Reasonably Possible Significant Change in Unrecognized Tax Benefit Which Would Affect Next Years' Effective Tax Rate [Member] Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] Percentage threshold that the positions taken or expected to be taken is more likely than not sustained upon examination by tax authorities (in hundredths) Percentage Threshold That Positions Taken Or Expected To Be Taken Is More Likely Than Not Sustained Upon Examination Percentage Threshold That Positions Taken Or Expected To Be Taken Is More Likely Than Not Sustained Upon Examination Unrecognized Tax Benefits Unrecognized Tax Benefits Amount of unrecognized tax benefits that may decrease in the next 12 months Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate Selected Quarterly Financial Data (Unaudited) [Abstract] Selected Quarterly Financial Data (Unaudited) [Abstract] Selected Quarterly Financial Data (Unaudited) Quarterly Financial Information [Text Block] Stockholders' Equity Note [Abstract] Shareholders' Equity Stockholders' Equity Note Disclosure [Text Block] Compensation Related Costs [Abstract] Weighted-average assumptions used in the Black-Scholes option-pricing model Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Text Block] Disclosure of the assumptions used to estimate the fair value of stock option awards using the Black-Scholes pricing model. Summary of award activity Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity [Table Text Block] Impact on net income Impact On Net Income [Text Block] Disclosure of the components of share-based compensation expense and the related income tax benefits. Franchise And License Fees And Income Disclosure [Abstract] FranchiseAndLicenseFeesAndIncomeDisclosure [Abstract] Franchise and license fees and income Franchise and license fees and income [Text Block] Franchise and license fees and income Other (Income) Expense Table Schedule Of Other Income Expense [Table Text Block] Table of detailed components of Other (Income) Expense. Items Affecting Comparability Of Net Income And Cash Flows Disclosure [Abstract] Items Affecting Comparability of Net Income and Cash Flows Disclosure [Abstract] Facility Actions [Table] Facility Actions [Table] Refranchising (gain) loss [Member] Refranchising (gain) loss [Member] Refranchising (gain) loss [Member] Closures and impairment (income) expenses Closures and impairment (income) expenses [Member] Closures and impairment (income) expenses [Member] Facility Actions [Line Items] Facility Actions [Line Items] Details of Impairment of Long-Lived Assets Held and Used by Asset Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block] Facility Actions Facility Actions [Table Text Block] Facility Actions [Table Text Block] Impact of Change in Reporting Calendar [Table Text Block] Impact of Change in Reporting Calendar [Table Text Block] [Table Text Block] for Impact of Change in Reporting Calendar [Table] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Stockholders' Equity, Total [Member] Stockholders' Equity, Total [Member] Liabilities, Total [Member] Liabilities, Total [Member] Assets, Total [Member] Assets, Total [Member] Timing of Anticipated Impact [Axis] Timing of Anticipated Impact [Axis] Timing of Anticipated Impact [Axis] Timing of Anticipated Impact [Domain] Timing of Anticipated Impact [Domain] [Domain] for Timing of Anticipated Impact [Axis] 2018 [Domain] [Member] 2018 [Domain] [Member] 2018 [Domain] [Member] Operating Income (Loss) [Member] Operating Income (Loss) [Member] Income Tax Expense (Benefit) [Domain] Income Tax Expense (Benefit) [Domain] Income Tax Expense (Benefit) [Domain] Geographical [Axis] Geographical [Axis] Geographical [Domain] CHINA CHINA Adjustments for New Accounting Pronouncements [Axis] Adjustments for New Accounting Pronouncements [Axis] Type of Adoption [Domain] Type of Adoption [Domain] Accounting Standards Update 2014-09 [Member] Accounting Standards Update 2014-09 [Member] Adjustments for New Accounting Pronouncement [Member] Adjustments for New Accounting Pronouncement [Member] Accounting Standards Update 2016-09 [Member] Accounting Standards Update 2016-09 [Member] Accounting Standards Updated 2017-07 [Domain] Accounting Standards Updated 2017-07 [Domain] Accounting Standards Updated 2017-07 [Domain] Reduction to Retained earnings Retained Earnings [Member] New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets Period Within Date Of Corresponding Sales In Which Trade Receivables Are Classified As Accounts And Notes Receivable Period Within Date Of Corresponding Sales In Which Trade Receivables Are Classified As Accounts And Notes Receivable The period (in days) within the date of the corresponding sales in which trade receivables consisting of royalties from franchisees and licensees are generally due. These receivables are classified as Accounts and Notes Receivable on the Consolidated Balance Sheets. Receivables [Abstract] Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] Net amounts included in Other Assets Notes, Loans and Financing Receivable, Net, Noncurrent Allowance for doubtful accounts related to notes and direct financing lease receivables Financing Receivable, Allowance for Credit Losses Accounts and notes receivable [Abstract] Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] Accounts and notes receivable Notes, Loans and Financing Receivable, Gross, Current Allowance for doubtful accounts Allowance for Notes, Loans and Financing Receivable, Current Accounts and notes receivable, net Accounts, Notes, Loans and Financing Receivable, Net, Current Other Assets Other Assets Long-term Debt Long-term Debt Other Assets Short-term Debt Deferred income taxes Deferred Tax Assets, Net of Valuation Allowance, Noncurrent Other current liabilities Other Liabilities, Current Deferred Tax Liabilities, Gross, Current Deferred Tax Liabilities, Gross, Current Deferred Tax Assets, Net, Noncurrent Deferred Tax Assets, Net, Noncurrent Repurchase Of Shares Of Common Stock [Abstract] Repurchase Of Shares Of Common Stock [Abstract] Stock Repurchased During Period, Value Prepaid Expense Prepaid Expense Franchise and license fees and income Franchise Revenue Sales Allowances, Services Provision for Doubtful Accounts Net Cash Provided by (Used in) Operating Activities Cash, Cash Equivalents and Restricted Cash as presented in the Consolidated Statement of Cash Flows New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities Operating Expenses Operating Expenses Equity [Abstract] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Translation Adjustment and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Pension and Post-Retirement Benefit Plan Losses Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Net Unrealized Loss on Derivative Instruments Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] Total Excluding Noncontrolling Interest [Member] Excluding Noncontrolling Interest [Member] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance Accumulated Other Comprehensive Income (Loss), Net of Tax Amounts classified into OCI, net of tax Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Amounts reclassified from accumulated OCI, net of tax Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax OCI, net of tax Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance Defined Benefit Plan, Amortization of Gain (Loss) Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Tax (expense) benefit on reclassification of pension and post-retirement losses to net income Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Reclassification Adjustments, Tax Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Reclassification Adjustments, Tax Statement of Stockholders' Equity [Abstract] Common Stock Common Stock [Member] Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Noncontrolling Interest [Member] Total Permanent Equity Including Noncontrolling Interest [Member] Including Noncontrolling Interest [Member] Redeemable Noncontrolling Interest Redeemable Noncontrolling Interest [Member] Redeemable Noncontrolling Interest [Member] Balance Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Balance (in shares) Shares, Issued Net Income (loss) - including noncontrolling interest Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact) Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - noncontrolling interest (net of tax impact) Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - including noncontrolling interest (net of tax impact) Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax Pension and post-retirement benefit plans (net of tax impact) Net unrealized gain (loss) on derivative instruments (net of tax impact) Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax Comprehensive income - including noncontrolling interests Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Dividends declared Dividends, Common Stock Separation of China business Separation of China business Separation of China business Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Repurchase of shares of Common Stock Repurchase of shares of Common Stock (in shares) Stock Repurchased During Period, Shares Employee stock option and SARs exercises (includes tax impact) Employee Stock Option and SARs Exercises, Value Value stock issued during the period as a result of the exercise of stock options and SARs. Employee stock option and SARs exercises (in shares) Employee Stock Option and SARs Exercises, Shares Common Stock [Member]: Employee stock option and SARs exercises, Shares noncontolling interest loss upon redemption noncontolling interest loss upon redemption noncontolling interest loss upon redemption Compensation-related events (includes tax impact) Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures Balance Balance (in shares) Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax Other Comprehensive Income (Loss), Foreign Currency Translation Reclassification Adjustment from AOCI, Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax Pension and post-retirement benefit plans (tax impact) Employee Stock Option And SARs Exercises Value, Tax Employee Stock Option And SARs Exercises Value, Tax Common Stock [Member]: Employee stock option and SARs exercises, Value, Tax Stock Issued During Period, Value, Share Based Compensation, Tax Stock Issued During Period, Value, Share Based Compensation, Tax Tax impact of stock issued during the period as a result of any share-based compensation plan other than an employee stock ownership plan (ESOP). Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax Income Tax Examination [Table] Income Tax Examination [Table] Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] U.S. federal [Member] Internal Revenue Service (IRS) [Member] U.S. state [Member] State and Local Jurisdiction [Member] Income Tax Examination [Line Items] Income Tax Examination [Line Items] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit Accrued interest and penalties Income Tax Examination, Penalties and Interest Accrued Total interest and penalties recorded during the period Income Tax Examination, Penalties and Interest Expense Income Tax Examination Payment Income Tax Examination Payment Income Tax Examination Payment Unrecognized tax benefits reconciliation [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Beginning of Year Additions on tax positions related to the current year Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Additions for tax positions of prior years Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Reductions for tax positions of prior years Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Reductions for settlements Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Reductions due to statute expiration Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Foreign currency translation adjustment Unrecognized Tax Benefits Changes Resulting From Foreign Currency Translation Adjustment The gross amount of increases or decreases in unrecognized tax benefits resulting from foreign currency translation adjustment. End of Year Segment Reporting [Abstract] Schedule of Segment Reporting Information, by Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Reconciliation of Revenue from Segments to Consolidated Reconciliation of Revenue from Segments to Consolidated [Table Text Block] Reconciliation of Operating Profit (Loss) from Segments to Consolidated Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] Reconciliation of Other Significant Reconciling Items from Segments to Consolidated Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] Leases [Abstract] Future minimum commitments and amounts to be received as lessor or sublessor under non-cancelable leases Schedule Of Future Minimum Commitments And Lease Receivables [Text Block] Disclosure of future minimum lease commitments for capital and operating leases. Disclosure of lease receivables for direct financing and operating leases. Details of rental expense and income Schedule Of Rental Expense And Income [Text Block] Disclosure of rental expense and income. Commitments and Contingencies Disclosure [Abstract] Activity related to self-insured property and casualty reserves Schedule of Valuation and Qualifying Accounts Disclosure [Table Text Block] Schedule of Valuation and Qualifying Accounts Disclosure [Table Text Block] Items Affecting Comparibility of Net Income and Cash Flow [Table] Scenario [Axis] Scenario [Axis] Scenario, Unspecified [Domain] Scenario, Unspecified [Domain] Scenario, Previously Reported [Member] Scenario, Previously Reported [Member] Restatement Adjustment [Member] Restatement Adjustment [Member] Excluding the impact of retrospectively adopting new accounting guidance [Member] Excluding the impact of retrospectively adopting new accounting guidance [Member] Excluding the impact of retrospectively adopting new accounting guidance [Member] Property, Plant and Equipment [Member] Property, Plant and Equipment [Member] Disposal Group, Held-for-sale, Not Discontinued Operations [Member] Disposal Group, Held-for-sale, Not Discontinued Operations [Member] Plan Name [Axis] Plan Name [Axis] Plan Name [Domain] Plan Name [Domain] Executive Income Deferral Plan [Member] Executive Income Deferral Plan [Member] Executive Income Deferral (EID) Plan that allows participants to defer receipt of a portion of their annual salary and all or a portion of their incentive compensation. Nature of Expense [Axis] Nature of Expense [Axis] Interim Period, Costs Not Allocable [Domain] Interim Period, Costs Not Allocable [Domain] Mark-to-Market of YUM China Funds [Member] Mark-to-Market of YUM China Funds [Member] Mark-to-Market of YUM China Funds [Member] Deferred Vested Project [Member] Deferred Vested Project [Member] Deferred Vested Project [Member] Anticipated achievement timeline [Axis] Anticipated achievement timeline [Axis] Anticipated achievement timeline [Axis] Anticipated achievement timeline [Domain] Anticipated achievement timeline [Domain] [Domain] for Anticipated achievement timeline [Axis] Advertising [Member] Advertising [Member] Advertising [Member] Anticipated period of spend [Axis] Anticipated period of spend [Axis] Anticipated period of spend [Axis] 2015 to 2017 [Domain] 2015 to 2017 [Domain] Anticipated period of spend [Domain] 2017 to 2018 [Domain] 2017 to 2018 [Domain] 2017 to 2018 [Domain] Second half of 2017 to 2018 [Domain] Second half of 2017 to 2018 [Domain] Second half of 2017 to 2018 [Domain] 2015 to 2018 [Domain] [Domain] 2015 to 2018 [Domain] [Domain] 2015 to 2018 [Domain] [Domain] 2015 to 2018 [Domain] 2015 to 2018 [Domain] 2015 to 2018 [Domain] Investment [Axis] Investment [Axis] Investment [Domain] Investment [Domain] Little Sheep [Member] Little Sheep [Member] Little Sheep [Member] Measurement Frequency [Axis] Measurement Frequency [Axis] Fair Value, Measurement Frequency [Domain] Fair Value, Measurement Frequency [Domain] Non-recurring basis Fair Value, Measurements, Nonrecurring [Member] Corporate and Other [Member] Corporate and Other [Member] Unallocated and General and administrative expenses [Domain] Unallocated and General and administrative expenses [Domain] Unallocated and General and administrative expenses [Domain] U.S. US [Member] Total for U.S. Segment Statement, Restaurant Concepts [Axis] Statement, Restaurant Concepts [Axis] Statement, Restaurant Concepts [Axis] Restaurant Concepts\Brands [Domain] Restaurant Concepts Brands [Domain] Restaurant Concepts\Brands [Domain] MEXICO MEXICO KOREA, REPUBLIC OF KOREA, REPUBLIC OF AUSTRALIA AUSTRALIA Gain (loss) on disposition of assets [Member] Gain (loss) on disposition of assets [Member] Gain (loss) on disposition of assets [Member] General and Administrative Expense [Member] General and Administrative Expense [Member] Number of Restaurants Refranchised Number of Restaurants Refranchised Number of Restaurants Refranchised Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount Occupancy Costs Occupancy Costs Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount Impact of retrospectively adopting new accounting guidance on Benefit Costs Impact of retrospectively adopting new accounting guidance on Benefit Costs Impact of retrospectively adopting new accounting guidance on Benefit Costs Franchise and license expenses Franchise Costs Store closure (income) costs(a) Business Exit Costs Deferred vested pension payout U.S. Business Transformation [Abstract] US Business Transformation [Abstract] Divestiture of Business [Abstract] Divestiture of Business [Abstract] Divestiture of Business [Abstract] Business Combination Business Combination, Description [Abstract] Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure Indefinite-Lived Trademarks Indefinite-Lived Trademarks Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Goodwill impairment loss Impairment of Long-Lived Assets Held-for-use Impairment of Long-Lived Assets Held-for-use Extinguishment of Debt, Amount Extinguishment of Debt, Amount Interest expense, net Interest Expense Proceeds from Issuance of Senior Unsecured Long-term Debt Proceeds from Issuance of Senior Long-term Debt Facility Actions [Abstract] Facility Actions [Abstract] Asset Impairment Charges Asset Impairment Charges Closure and impairment (income) expenses Carrying value of goodwill Activity related to reserves for remaining lease obligations for closed stores [Roll Forward] Activity Related To Reserves For Remaining Lease Obligations [Roll Forward] A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal Depreciation Depreciation Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax Rental income transferred to buyer of held for sale property Rental income transferred to buyer of held for sale property Rental income transferred to buyer of held for sale property Restructuring and Related Cost, Incurred Cost Restructuring and Related Cost, Incurred Cost General and administrative expenses General and Administrative Expense Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost Cumulative fair value in excess of previously recorded expense and related costs Cumulative fair value in excess of previously recorded expense and related costs Income from continuing operations Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Income from discontinued operations Net Income (Loss) Attributable to Parent Diluted EPS (in dollars per share) Earnings Per Share, Diluted Net Cash Provided by (Used in) Investing Activities Total Shareholders' Equity Supplemental Balance Sheet Information Disclosure [Abstract] Supplemental Balance Sheet Information Disclosure [Abstract] Supplemental Balance Sheet Information Supplemental Balance Sheet Information [Text Block] Supplemental Balance Sheet Information Share-based and Deferred Compensation Plans Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Income before income taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Details of income tax provision (benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Effective income tax and tax rate reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Details of deferred tax assets (liabilities) Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Loss carryforwards, by year of expiration Summary of Operating Loss Carryforwards [Table Text Block] Unrecognized tax benefits reconciliation Summary of Income Tax Contingencies [Table Text Block] Summary of income tax examinations Summary of Income Tax Examinations [Table Text Block] Operating and Capital Loss Carryforwards [Table] Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of operating and capital loss carryforwards. Fair Value, Hierarchy [Axis] Fair Value Hierarchy [Domain] Fair Value, Inputs, Level 2 [Member] Foreign [Member] Foreign Tax Authority [Member] Operating and capital loss carryforwards [Line Items] Operating and capital loss carryforwards [Line Items] Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Amount of operating and capital loss carryforwards due to expire in 2016 Amount Of Operating and Capital Loss Carryforwards Due To Expire Within Next Twelve Months Amount of loss carryforwards expiring within the next twelve months following the date of the latest balance sheet presented in the financial statements. Amount of operating and capital loss carryforwards due to expire between 2017 and 2020 Amount Of Operating and Capital Loss Carryforwards Due To Expire Year Between Year Two And Five Amount of loss carryforwards expiring between years two and five following the date of the latest balance sheet presented in the financial statements. Amount of operating and capital loss carryforwards due to expire between 2021 and 2035 Amount Of Operating and Capital Loss Carryforwards Due To Expire Year Between Year Six And Twenty Amount of loss carryforwards expiring between years six and twenty following the date of the latest balance sheet presented in the financial statements. Amount of operating and capital loss carryforwards which may be carried forward indefinitely Amount Of Operating and Capital Loss Carryforwards Which May Be Carried Forward Indefinitely Amount of loss carryforwards which may be carried forward indefinitely. Total Operating and Capital Loss Carryforwards Total Operating and Capital Loss Carryforwards Total loss carryforwards, including amounts that expire, and amounts that may be carried forward indefinitely. Debt Disclosure [Abstract] Schedule of Debt [Table Text Block] Schedule of Debt [Table Text Block] Schedule of Long-term Debt Instruments [Table] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Senior Unsecured Notes [Member] Unsecured Debt [Member] Debt Instrument [Line Items] Senior Unsecured Notes issued that remain outstanding Schedule of Long-term Debt Instruments [Table Text Block] Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments Annual maturities of short-term borrowings and long-term debt, exlcuding capital lease obligations and derivative intrument adjustments [Table Text Block] Annual maturities of short-term borrowings and long-term debt, exlcuding capital lease obligations and derivative intrument adjustments [Table Text Block] Schedule of Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Property, Plant and Equipment by Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Buildings and improvements Building and Building Improvements [Member] Machinery and equipment Machinery and Equipment [Member] Capitalized software costs Software and Software Development Costs [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Deferred Tax Assets, Net of Valuation Allowance, Current Deferred Tax Assets, Net of Valuation Allowance, Current Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) Property, Plant and Equipment, Useful Life Foreign Currency [Abstract] Foreign Currency [Abstract] Foreign currency translation adjustment Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax Direct Marketing Costs [Abstract] Marketing and Advertising Expense [Abstract] Advertising Expense Advertising Expense Research and Development Expenses [Abstract] Research and Development Expense [Abstract] Research and development expenses Research and Development Expense Impairment or Disposal of Property, Plant and Equipment [Abstract] Property, Plant and Equipment Impairment or Disposal [Abstract] Number of consecutive years of operating losses used as primary indicator of potential impairment for our semi-annual impairment testing of restaurant assets Number Of Consecutive Years Used As Primary Indicator Of Potential Impairment Of Restaurant Assets The number of consecutive years of operating losses used as the primary indicator of potential impairment for our semi-annual impairment testing of restaurant assets. Income Taxes [Abstract] Income Tax Uncertainties [Abstract] Property, Plant, and Equipment [Abstract] Property, Plant and Equipment [Abstract] Leases and Leasehold Improvements [Abstract] Approximate number of restaurants operated on leased land and/or buildings Approximate Number Of Restaurants Operated On Leased Land And Or Buildings Approximate number of restaurants operated on leased land and/or buildings. Goodwill and Intangible Assets [Abstract] Goodwill and Intangible Assets [Abstract] Goodwill Written Off Related To Sale Of Business Unit Years From Acquisition Goodwill Written Off Related To Sale Of Business Unit Years From Acquisition Period of allotted time within the acquisition of a restaurant and then subsequent sale that the goodwill associated with the acquisition is written off in its entirety. Fair Value Goodwill Written Off Related To Sale Of Business Unit Minimum Years Refranchised Fair Value Goodwill Written Off Related To Sale Of Business Unit Minimum Years Refranchised 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. Franchise And License Fees And Income [Abstract] Franchise And License Fees And Income [Abstract] Initial fees, including renewal fees Initial Franchise Fees Initial franchise fees included in refranchising (gain) loss Initial Franchise Fees Included In Refranchising Gains The amount of initial franchise fees included in refranchising gains in the period. Initial fees, net Initial Fees Net The amount of initial franchise fees, including renewal fees, net of amounts included in refranchising gains in the period. Continuing fees and rental income Continuing Fees Represents the amount of continuing fees in the period. Franchise and license fees and income Retiree Medical Benefits Pension and Other Postretirement Benefits Disclosure [Text Block] Loss Contingencies [Table] Loss Contingencies [Table] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] Property Lease Guarantee [Member] Property Lease Guarantee [Member] Loss Contingency Nature [Axis] Loss Contingency Nature [Axis] Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Franchise Lending Program Guarantees Performance Guarantee [Member] Guarantee of Indebtedness of Others Guarantee of Indebtedness of Others [Member] Guarantees of Indebtedness of Others, By Type Of Guarantee [Axis] Guarantees of Indebtedness of Others, By Type Of Guarantee [Axis] Guarantee of Indebtedness of Others, By Type of Gurantee [Domain] Guarantee of Indebtedness of Others, By type of Gurantee [Domain] Franchise Loan Pool Guarantees [Member] Franchise Loan Pool Guarantees [Member] Loss Contingencies [Line Items] Loss Contingencies [Line Items] Taco Bell Wage and Hour Actions - Amount awarded to plaintiffs for the underpaid meal premium class Taco Bell Wage and Hour Actions - Amount awarded to plaintiffs for the underpaid meal premium class Taco Bell Wage and Hour Actions - Amount awarded to plaintiffs for the underpaid meal premium class Number of class actions filed in the United States District Court for the Central District of California against the company and certain of its executive officers Number of class actions filed in the United States District Court for the Central District of California against the company and certain of its executive officers Number of class actions filed in the United States District Court for the Central District of California against the company and certain of its executive officers Loss contingency, amount of guarantee Amount of possible loss for contingencies Reflects the amount of possible loss from the specified contingency as of the balance sheet date. Total loans outstanding Total Loans Outstanding Total loans outstanding under lending/financing programs Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell for which plaintiffs sought certification Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell for which plaintiffs sought certification Wage and Hour Actions - Proposed Number Of Classes Concerning Meals And Rest Breaks At Taco Bell In California Supreme Court For Which Plaintiffs Sought Certification Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell which were rejected by the District Court Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell which were rejected by the District Court Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell which were rejected by the District Court Taco Bell Wage and Hour Actions - Number of California Private Attorney General Act claims not dismissed Taco Bell Wage and Hour Actions - Number of California Private Attorney General Act claims not dismissed Taco Bell Wage and Hour Actions - Number of California Private Attorney General Act claims not dismissed Taco Bell Wage and Action - Number of Plaintiffs the court denied enhanced awards Taco Bell Wage and Action - Number of Plaintiffs the court denied enhanced awards Taco Bell Wage and Action - Number of Plaintiffs the court denied enhanced awards Taco Bell Wage and Hour Actions - Amount of prejudgement interest awarded to plaintiffs for the underpaid meal premium class Taco Bell Wage and Hour Actions - Amount of prejudgement interest awarded to plaintiffs for the underpaid meal premium class Taco Bell Wage and Hour Actions - Amount of prejudgement interest awarded to plaintiffs for the underpaid meal premium class Taco Bell Wage and Hour Actions - Amount of attorneys' fees awarded by the court Taco Bell Wage and Hour Actions - Amount of attorneys' fees awarded by the court Taco Bell Wage and Hour Actions - Amount of attorneys' fees awarded by the court Taco Bell Wage and Actions - Amount of attorneys' fees requested by the Plaintiffs Taco Bell Wage and Actions - Amount of attorneys' fees requested by the Plaintiffs Taco Bell Wage and Hour Actions - Amount of attorneys' fees requested by the Plaintiffs Taco Bell Wage and Hour Action - Amount of bill of costs awarded by the court Taco Bell Wage and Hour Action - Amount of bill of costs awarded by the court Taco Bell Wage and Hour Action - Amount of bill of costs awarded by the court Taco Bell Wage and Hour Action - Amount of bill of costs requested by the Plaintiffs Taco Bell Wage and Hour Action - Amount of bill of costs requested by the Plaintiffs Taco Bell Wage and Hour Action - Amount of bill of costs requested by the Plaintiffs Income Taxes Income Tax Disclosure [Text Block] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] State and Local Jurisdiction [Member] Internal Revenue Service (IRS) [Member] Federal, State, Foreign and Local Tax Credits [Member] Federal, State, Foreign and Local Tax Credits [Member] Federal, State, Foreign and Local Tax Credits [Member] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards Operating Loss Carryforwards Deferred Tax Assets, Capital Loss Carryforwards Deferred Tax Assets, Capital Loss Carryforwards Deferred Tax Liability Not Recognized, Cumulative Amount of Temporary Differences Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries Net deferred tax assets (liabilities) [Abstract] Components of Deferred Tax Assets and Liabilities [Abstract] Deferred Tax Assets, Tax Credit Carryforwards, Foreign Deferred Tax Assets, Tax Credit Carryforwards, Foreign Employee benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits Share-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Self-insured casualty claims Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Self Insurance Lease related liabilities Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent Various liabilities Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities Deferred Tax Assets, Property, Plant and Equipment Deferred Tax Assets, Property, Plant and Equipment Deferred income and other Deferred Tax Asset Deferred Income And Other The tax effect as of the balance sheet date of the amount of the estimated future tax deductions attributable to income recognized only for tax purposes and which will reverse when recognized under generally accepted accounting principles and the amount of estimated future tax deductions arising from other temporary differences not otherwise specified in the taxonomy. Gross deferred tax assets Deferred Tax Assets, Gross Deferred tax asset valuation allowances Deferred Tax Assets, Valuation Allowance Net deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Intangible assets, including goodwill Deferred Tax Liabilities, Goodwill and Intangible Assets Property, plant and equipment Deferred Tax Liabilities, Property, Plant and Equipment Deferred Tax Liabilities Deemed Repatriation Deferred Tax Liabilities Deemed Repatriation Deferred Tax Liabilities Deemed Repatriation Other Deferred Tax Liabilities, Other Gross deferred tax liabilities Deferred Tax Liabilities, Gross Net deferred tax assets (liabilities) Deferred Tax Assets, Net Reported in Consolidated Balance Sheets as: Deferred Tax Assets, Net, Classification [Abstract] Other liabilities and deferred credits Deferred Tax Liabilities, Net, Noncurrent Income (Loss) from Continuing Operations before Income Taxes, Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Income (Loss) from Continuing Operations before Income Taxes, Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Tax Credit Carryforward, Valuation Allowance Tax Credit Carryforward, Valuation Allowance Earnings Per Share [Abstract] Weighted-average common shares outstanding (for basic calculation) (in shares) Weighted Average Number of Shares Outstanding, Basic Effect of dilutive share-based employee compensation (in shares) Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Weighted-average common and dilutive potential common shares outstanding (for diluted calculation) (in shares) Weighted Average Number of Shares Outstanding, Diluted Basic EPS (in dollars per share) Earnings Per Share, Basic Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Discontinued Operations and Disposal Groups [Abstract] Franchisor Disclosure [Axis] Franchisor Disclosure [Axis] Franchisor Disclosure [Domain] Franchisor Disclosure [Domain] Entity Operated Units [Member] Entity Operated Units [Member] Franchised Units [Member] Franchised Units [Member] Fair Value, Inputs, Level 3 [Member] Fair Value, Inputs, Level 3 [Member] Impact of Yum China intercompany franchise agreement [Member] Impact of Yum China intercompany franchise agreement [Member] Impact of Yum China intercompany franchise agreement [Member] Income Statement [Abstract] Income Statement [Abstract] Company sales Sales Revenue, Goods, Net Company restaurant expenses Cost of Goods Sold General and administrative expenses Franchise and license expenses Closures and impairment expenses Refranchising (gain) loss Other income Other Income Interest income Interest Income (Expense), Net Income from discontinued operations before income taxes Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax Income tax provision Income Tax Expense (Benefit) Income from discontinued operations - including noncontrolling interests Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest Income (loss) from discontinued operations - noncontrolling interests Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest Income from discontinued operations - YUM! Brands, Inc. Value Added Tax Value Added Tax Value Added Tax Discontinued Operation, Amount of Continuing Cash Flows after Disposal Discontinued Operation, Amount of Continuing Cash Flows after Disposal Costs associated with the planned spin-off of the China business Costs associated with the spin-off of the China business Costs associated with the spin-off of the China business Impairment effect on tax expense (benefit) Impairment effect on tax expense benefit Effect on Income tax expense (benefit) arising from asset impairment Loss attributable to non-controlling interest resulting from Little Sheep Acquisition and Subsequent Impairment Loss attributable to non-controlling interest resulting from Little Sheep Acquisition and Subsequent Impairment Loss attributable to non-controlling interest resulting from Little Sheep Acquisition and Subsequent Impairment Gain (Loss) from Little Sheep Acquistion and Subsequent Impairment Gain (Loss) from Little Sheep Acquistion and Subsequent Impairment Gain (Loss) from Little Sheep Acquistion and Subsequent Impairment Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Accounts and notes receivable, net Inventories Inventory, Net Prepaid expenses and other current assets Prepaid expenses and other current assets Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event. In addition, includes aggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet due to materiality considerations. Prepaid expenses and current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Total Current Assets Assets, Current Property, Plant and equipment, net Property, Plant and Equipment, Net Goodwill Intangible assets, net Intangible Assets, Net (Excluding Goodwill) Other assets Other Assets, Noncurrent Noncurrent assets of discontinued operations Assets, Noncurrent Total assets classified as discontinued operations Assets Accounts payable and other current liabilities Accounts Payable and Accrued Liabilities, Current Income taxes payable Accrued Income Taxes, Current Current liablilities of discontinued operations Liabilities, Current Long-term debt Long-term Debt and Capital Lease Obligations Other liabilities and deferred credits Liabilities, Other than Long-term Debt, Noncurrent Liabilities, Noncurrent Liabilities, Noncurrent Total liabilities of discontinued operations Liabilities Redeemable noncontrolling interest Redeemable Noncontrolling Interest, Equity, Carrying Amount Number of Stores Schedule of Finite and Indefinite-lived Intangible Assets by Major Class [Table] Schedule of Finite and Indefinite-lived Intangible Assets by Major Class [Table] Schedule of Finite and Indefinite-lived Intangible Assets by Major Class [Table] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Franchise contract rights [Member] Franchise Rights [Member] Trademarks/brands [Member] Trademarks [Member] Lease tenancy rights [Member] Leases, Acquired-in-Place [Member] Favorable operating leases [Member] Lease Agreements [Member] Reacquired franchise rights [Member] Reacquired franchise rights [Member] The rights, generally of limited duration, that the entity has re-acquired through a franchise arrangement . Other [Member] Other definite lived intangible assets [Member] Other definite-lived intangible assets not otherwise disclosed. Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets, Major Class Name [Domain] Finite And Indefinite-lIved Intangible Assets By Major Class [Line Items] Finite And Indefinite-lIved Intangible Assets By Major Class [Line Items] Definite-lived intangible assets Finite-Lived Intangible Assets, Gross [Abstract] Gross Carrying Amount Finite-Lived Intangible Assets, Gross Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Definite-lived intangible assets, amortization expense Amortization of Intangible Assets Approximate amortization expense for definite-lived intangible assets - 2016 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months Approximate amortization expense for definite-lived intangible assets - 2017 Finite-Lived Intangible Assets, Amortization Expense, Year Two Approximate amortization expense for definite-lived intangible assets - 2018 Finite-Lived Intangible Assets, Amortization Expense, Year Three Approximate amortization expense for definite-lived intangible assets - 2019 Finite-Lived Intangible Assets, Amortization Expense, Year Four Approximate amortization expense for definite-lived intangible assets - 2020 Finite-Lived Intangible Assets, Amortization Expense, Year Five Indefinite-lived intangible assets Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] Gross Carrying Amount Indefinite-Lived Intangible Assets (Excluding Goodwill) Leases Leases [Text Block] Disclosure of lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing. In addition, this includes a description and amounts of lessor entity's leasing arrangements for operating, capital and leveraged leases. Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] Fair Value Measurements, Recurring and Nonrecurring [Table] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Unsecured Debt [Member] Secured Debt [Member] Secured Debt [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Securitization Notes [Member] Securitization Notes [Member] Securitization Notes [Member] Subsidiary Senior Unsecured Notes [Member] Subsidiary Senior Unsecured Notes [Member] Subsidiary Senior Unsecured Notes [Member] Term Loan A Facility [Member] Term Loan A Facility [Member] Term Loan A Facility [Member] Term Loan B Facility [Member] Term Loan B Facility [Member] Term Loan B Facility [Member] YUM Senior Unsecured Notes [Member] [Domain] YUM Senior Unsecured Notes [Member] [Domain] YUM Senior Unsecured Notes [Member] [Domain] Accounts Payable and Accrued Liabilities [Member] Accounts Payable and Accrued Liabilities [Member] Other Assets [Member] Other Assets [Member] Other Noncurrent Liabilities [Member] Other Noncurrent Liabilities [Member] Prepaid Expenses and Other Current Assets [Member] Prepaid Expenses and Other Current Assets [Member] Fair Value, Measurements, Recurring [Member] Fair Value, Measurements, Recurring [Member] Derivative Instrument [Axis] Derivative Contract [Domain] Foreign Exchange Forward [Member] Foreign Exchange Forward [Member] Interest Rate Swap [Member] Interest Rate Swap [Member] Gain (Loss) on Disposition of Property Plant Equipment [Member] Gain (Loss) on Disposition of Property Plant Equipment [Member] Gain (Loss) on Disposition of Property Plant Equipment [Member] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets, Level 1 to Level 2 Transfers, Amount Fair Value, Assets, Level 1 to Level 2 Transfers, Amount Senior Notes, Noncurrent Senior Notes, Noncurrent Long-term Debt, Fair Value Long-term Debt, Fair Value Derivative Liability, Fair Value, Gross Liability Derivative Liability, Fair Value, Gross Liability Derivative, Fair Value, Net Derivative, Fair Value, Net Total losses related to long-lived assets held for use and measured at fair value on a non-recurring basis Investments, Fair Value Disclosure Investments, Fair Value Disclosure Assets, Fair Value Disclosure, Recurring Assets, Fair Value Disclosure, Recurring (Gains) losses recognized from all non-recurring fair value measurements (Gains) losses recognized from all non-recurring fair value measurements (Gains) losses recognized from all non-recurring fair value measurements Derivative Liability, Fair Value, Gross Asset Derivative Liability, Fair Value, Gross Asset Fair Value, Assets, Level 2 to Level 1 Transfers, Amount Fair Value, Assets, Level 2 to Level 1 Transfers, Amount Repurchase Of Shares Of Common Stock Repurchase Of Shares Of Common Stock [Table Text Block] A table reflecting activity for repurchases of shares of Common Stock Schedule of changes in accumulated other comprehensive income Schedule of changes in accumulated other comprehensive income [Table Text Block] [Table Text Block] for Schedule of changes in accumulated other comprehensive income [Table] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Retirement Plan Name [Axis] Other Nonoperating Income (Expense) [Member] Other Nonoperating Income (Expense) [Member] Unallocated amounts to segment [Member] Unallocated amounts to segment [Member] Unallocated amounts to segment [Member] Total revenues Other Pension (income) expense Other Pension (income) expense Other Pension (Income) Expense Occupancy and other operating expenses Corporate expenses Corporate expenses, including GA, excluding franchise and license expense Corporate expenses, including GA, excluding franchise and license expense Refranchising gain (loss) Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property Other (income) expense Other Nonoperating Income (Expense) Interest expense, net Capital Spending Total Assets Long-Lived Assets Long Lived Assets Sum of the property, plant, and equipment, intangible assets and goodwill attributed to the reportable segment for use in the production or supply of goods and services, for rental to others, or for administrative purposes, net of accumulated depreciation or amortization. Equity income from investments in unconsolidated affiliates Income (Loss) from Equity Method Investments Number Of Unconsolidated Affiliates Number Of Unconsolidated Affiliates The number of investments in unconsolidated affiliates at the balance sheet date. Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement Loss associated with corporate aircraft Gain (Loss) associated with corporate aircraft Gain (Loss) associated with corporate aircraft Earnings Per Common Share (EPS) Earnings Per Share [Text Block] Schedule of Guarantor Obligations [Table] Schedule of Guarantor Obligations [Table] Guarantor Obligations [Line Items] Guarantor Obligations [Line Items] Year longest lease expires Year Longest Lease Expires Year that the longest lease is scheduled to expire Potential amount of undiscounted payments we could be required to make in the event of non-payment Guarantor Obligations, Maximum Exposure, Undiscounted Present value of potential payments we could be required to make in the event of non-payment Guarantee Obligations Maximum Exposure At Present Value Present value of maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions. Guarantor Exposure as percent of outstanding loans Guarantor Exposure as percent of outstanding loans Guarantor Exposure as percent of outstanding loans Land Land [Member] Capital leases, primarily buildings Assets Held under Capital Leases [Member] Prepaid Expenses and Other Current Assets Prepaid Expense and Other Assets, Current [Abstract] Income tax receivable Income Taxes Receivable, Current Assets held for sale Disposal Group, Including Discontinued Operation, Assets, Current Other prepaid expenses and current assets Prepaid Expense and Other Assets, Current Prepaid expenses and other current assets Property, Plant and equipment, gross Property, Plant and Equipment, Gross Accumulated depreciation and amortization Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property, Plant and equipment, net Depreciation and amortization Depreciation and amortization expense related to property, plant and equipment Depreciation and amortization expense related to property, plant and equipment Accounts Payable and Other Current Liabilities Accounts Payable and Accrued Liabilities, Current [Abstract] Accounts payable Accounts Payable, Current Accrued capital expenditures Construction Payable, Current Accrued compensation and benefits Employee-related Liabilities, Current Dividends payable Dividends Payable, Current Accrued taxes, other than income taxes Accrual for Taxes Other than Income Taxes, Current Accounts payable and other current liabilities Other Income and Expenses [Table] Other Income and Expenses [Table] Other Income and Expenses [Table] Other Income and Expenses [Line Items] Other Income and Expenses [Line Items] Other Income and Expenses [Line Items] Foreign currency transaction (gain) loss and other (income) expense, before tax Foreign currency transaction (gain) loss and other (income) expense, before tax Foreign currency transaction (gain) loss and other (income) expense, before tax Other (income) expense Accounts and notes receivable, net Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Funded status of pension plans Schedule of Net Funded Status [Table Text Block] Amounts recognized in the Consolidated Balance Sheet Schedule of Amounts Recognized in Balance Sheet [Table Text Block] Pension plans with an accumulated benefit obligation in excess of pan assets Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block] Pension plans with a projected benefit obligation in excess of plan assets Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block] Components of net periodic benefit cost Schedule of Net Benefit Costs [Table Text Block] Pension losses in accumulated other comprehensive income (loss) Schedule of Changes in Defined Benefit Plan Amounts in Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Changes in Defined Benefit Plan Amounts in Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Accumulated pre-tax losses recognized in Accumulated Other Comprehensive Income Schedule of Pension Losses recognized in Accumulated Other Comprehensive Income [Table Text Block] [Table Text Block] for Schedule of Pension Losses recognized in Accumulated Other Comprehensive Income [Table] Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost Schedule of Assumptions Used [Table Text Block] Fair values of pension plan assets Schedule of Allocation of Plan Assets [Table Text Block] Expected benefit payments Schedule of Expected Benefit Payments [Table Text Block] Contingencies Commitments and Contingencies Disclosure [Text Block] Fair Value Disclosures Fair Value Disclosures [Text Block] Items Affecting Comparability of Net Income and Cash Flows Comparability of Prior Year Financial Data [Text Block] Comparability of Prior Year Financial Data [Text Block] Earnings Per Common Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Schedule of Quarterly Financial Information [Abstract] Schedule of Quarterly Financial Information [Abstract] Schedule of Quarterly Financial Information Quarterly Financial Information [Table Text Block] Quarterly Financial Information Disclosure [Abstract] Fiscal Period Adjustments [Table] Fiscal Period Adjustments [Table] Fiscal Period Adjustments [Table] Segment, Geographical [Domain] Outside the U.S. [Member] Outside the U.S. [Member] Outside the U.S. [Member] UNITED STATES UNITED STATES Transaction Type [Axis] Transaction Type [Axis] Transaction [Domain] Transaction [Domain] Fiscal Period Adjustments [Axis] Fiscal Period Adjustments [Axis] Fiscal Period Adjustments [Axis] Fiscal Period Adjustment [Domain] Fiscal Period Adjustment [Domain] Fiscal Period Adjustment [Domain] Fiscal Period Adjustment [Line Items] Fiscal Period Adjustment [Line Items] Fiscal Period Adjustment [Line Items] Share-based Compensation Expense Allocated Share-based Compensation Expense Revenues Revenues [Abstract] Restaurant Profit Restaurant Profit Portion of Operating Profit attributed to Restaurant profit. Basic Earnings Per Common Share (in dollars per share) Diluted Earnings Per Common Share (in dollars per share) Dividends Declared Per Common Share (in dollars per share) Common Stock, Dividends, Per Share, Declared Assets Assets [Abstract] Current Assets Assets, Current [Abstract] Advertising cooperative assets, restricted Advertising cooperative assets, restricted Aggregate amount of assets of advertising cooperatives which we control and consolidate. Assets consist primarily of cash received from the Company and franchisees and accounts receivable from franchisees, and can only be used for selected purposes and are considered restricted. LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Liabilities and Equity [Abstract] Current Liabilities Liabilities, Current [Abstract] Short-term borrowings Advertising cooperative liabilities Advertising cooperative liabilities Aggregate amount of liabilities of advertising cooperatives which we control and consolidate. Liabilities consist of obligations arising from the receipt of contributions to purchase advertising and promotional programs. Total Current Liabilities Total Liabilities Shareholders' Equity Common stock, no par value, 750 shares authorized; 332 shares and 355 shares issued in 2017 and 2016, respectively Common Stock, Value, Issued Retained earnings Retained Earnings (Accumulated Deficit) Accumulated other comprehensive income (loss) Total Shareholders' Equity - YUM! Brands, Inc. Stockholders' Equity Attributable to Parent Noncontrolling interests Stockholders' Equity Attributable to Noncontrolling Interest Total Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity Liabilities and Equity Franchise and License Fees and Income Initial And Continuing Franchise And License Fees [Table Text Block] Initial And Continuing Franchise And License Fees [Table Text Block] Supplemental Cash Flow Elements [Abstract] Supplemental Cash Flow Data Cash Flow, Supplemental Disclosures [Text Block] Derivative Instruments, Gain (Loss) [Table] Derivative Instruments, Gain (Loss) [Table] Derivative Instrument [Axis] Derivative Contract [Domain] Foreign Exchange Contract [Member] Foreign Exchange Contract [Member] Other Comprehensive Income Location [Axis] Other Comprehensive Income Location [Axis] Other Comprehensive Income Location [Domain] Other Comprehensive Income Location [Domain] Hedging Designation [Axis] Hedging Designation [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Hedging Relationship [Axis] Hedging Relationship [Axis] Hedging Relationship [Domain] Hedging Relationship [Domain] Cash Flow Hedging [Member] Cash Flow Hedging [Member] Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax Valuation Allowance [Table] Valuation Allowance [Table] Valuation Allowance by Deferred Tax Asset [Axis] Valuation Allowance by Deferred Tax Asset [Axis] Deferred Tax Asset [Domain] Deferred Tax Asset [Domain] Current Year Operations Deferred Tax Assets, Current Year Operations [Member] Deferred Tax Assets, Current Year Operations [Member] Changes in Judgement Deferred Tax Assets, Changes in Judgement [Member] Deferred Tax Assets, Changes in Judgement [Member] Valuation Allowance [Line Items] Valuation Allowance [Line Items] Changes in valuation allowance [Roll Forward] Changes In Valuation Allowance [Roll Forward] A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. Valuation Allowance, Change in Amount Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Effective income tax rate reconciliation [Abstract] Effective Income Tax Rate Reconciliation, Percent [Abstract] U.S. federal statutory rate (in hundredths) Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State income tax, net of federal tax benefit (in hundredths) Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Statutory rate differential attributable to foreign operations (in hundredths) Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Adjustments to reserves and prior years (in hundredths) Effective Income Tax Rate Reconciliation Adjustments To Reserves And Prior Years The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate attributable to adjustments to reserves and previously reported amounts of income tax provision. Change in valuation allowance (in hundredths) Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Other, net (in hundredths) Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Effective income tax rate (in hundredths) Effective Income Tax Rate Reconciliation, Percent Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Tax Benefit from Share-based Payments Employee Service Share-based Compensation, Tax Benefit from Share-based Payments Employee Service Share-based Compensation, Excess Tax Benefit from Share-based Payments Employee Service Share-based Compensation, Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Tax Benefit from Compensation Expense Effective Income Tax Rate Reconciliation Share Based Compensation Effective Income Tax Rate Reconciliation Share Based Compensation Effective Income Tax Rate Reconciliation Share Based Compensation Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] Effective Income Tax Rate Reconciliation, Amount [Abstract] U.S. federal statutory rate Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount State income tax, net of federal tax benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount Statutory rate differential attributable to foreign operations Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount Adjustments to reserves and prior years Income Tax Reconciliation Adjustments To Reserves And Prior Years The portion of the difference, between total income tax expense (benefit) as reported in the Income Statement for the period and the expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to reserves and previously reported amounts of income tax provision. Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Other, net Effective Income Tax Rate Reconciliation, Other Adjustments, Amount Effective income tax rate Details of income tax provision (benefit) [Abstract] Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] Current: Federal Current Federal Tax Expense (Benefit) Current: Foreign Current Foreign Tax Expense (Benefit) Current: State Current State and Local Tax Expense (Benefit) Total current income tax provision (benefit) Current Income Tax Expense (Benefit) Deferred: Federal Deferred Federal Income Tax Expense (Benefit) Deferred: Foreign Deferred Foreign Income Tax Expense (Benefit) Deferred: State Deferred State and Local Income Tax Expense (Benefit) Total deferred income tax provision (benefit) U.S. and foreign income before income taxes [Abstract] Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest [Abstract] U.S. Foreign Income from Continuing Operations Before Income Taxes Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent Approximate number of restaurants operated Number of Restaurants Operated Number of Restaurants Operated Approximate number of restaurants operated on leased land and/or buildings Maximum duration of lease commitments from inception for the vast majority of our lease commitments (in years) Maximum Duration Of Lease Commitments From Inception Maximum Duration Of Lease Commitments From Inception Commitments [Abstract] Commitments [Abstract] Capital leases, future minimum commitments [Abstract] Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] 2016 Capital Leases, Future Minimum Payments Due, Next Twelve Months 2017 Capital Leases, Future Minimum Payments Due in Two Years 2018 Capital Leases, Future Minimum Payments Due in Three Years 2019 Capital Leases, Future Minimum Payments Due in Four Years 2020 Capital Leases, Future Minimum Payments Due in Five Years Thereafter Capital Leases, Future Minimum Payments Due Thereafter Capital leases, total future minimum commitments Capital Leases, Future Minimum Payments Due Operating leases, future minimum commitments [Abstract] Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] 2016 Operating Leases, Future Minimum Payments Due, Next Twelve Months 2017 Operating Leases, Future Minimum Payments, Due in Two Years 2018 Operating Leases, Future Minimum Payments, Due in Three Years 2019 Operating Leases, Future Minimum Payments, Due in Four Years 2020 Operating Leases, Future Minimum Payments, Due in Five Years Thereafter Operating Leases, Future Minimum Payments, Due Thereafter Operating leases, total future minimum commitments Operating Leases, Future Minimum Payments Due Lease Receivables [Abstract] Lease Receivables [Abstract] Direct financing leases, lease receivables [Abstract] Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] 2016 Capital Leases, Future Minimum Payments Receivable, Next Twelve Months 2017 Capital Leases, Future Minimum Payments, Receivable in Two Years 2018 Capital Leases, Future Minimum Payments, Receivable in Three Years 2019 Capital Leases, Future Minimum Payments, Receivable in Four Years 2020 Capital Leases, Future Minimum Payments, Receivable in Five Years Thereafter Capital Leases, Future Minimum Payments, Receivable Thereafter Direct financing leases, total lease receivables Capital Leases, Future Minimum Payments Receivable Operating leases, lease receivables [Abstract] Operating Leases, Future Minimum Payments Receivable [Abstract] 2016 Operating Leases, Future Minimum Payments Receivable, Current 2017 Operating Leases, Future Minimum Payments Receivable, in Two Years 2018 Operating Leases, Future Minimum Payments Receivable, in Three Years 2019 Operating Leases, Future Minimum Payments Receivable, in Four Years 2020 Operating Leases, Future Minimum Payments Receivable, in Five Years Thereafter Operating Leases, Future Minimum Payments Receivable, Thereafter Operating leases, total lease receivables Operating Leases, Future Minimum Payments Receivable Present value of minimum payments under capital leases Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments Unearned income associated with direct financing lease receivables Capital Leases, Net Investment in Direct Financing Leases, Deferred Income Details of rental expense and income [Abstract] Details Of Rental Expense And Income [Abstract] Rental expense Operating Leases, Rent Expense, Net [Abstract] Minimum Operating Leases, Rent Expense, Minimum Rentals Contingent Operating Leases, Rent Expense, Contingent Rentals Total rental expense Operating Leases, Rent Expense Rental income Operating Leases, Income Statement, Minimum Lease Revenue Approximate number of units leased or subleased to franchisees Approximate number of units leased or subleased to franchisees Approximate number of units leased or subleased to franchisees Prepaid Expenses and Other Current Assets Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Accounts Payable and Other Current Liabilities Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] Document And Entity Information [Abstract] Document and Entity Information [Abstract] Entity Registrant Name Entity Registrant Name Document Type Document Type Amendment Flag Amendment Flag Document Period End Date Document Period End Date Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Filer Category Entity Filer Category Entity Public Float Entity Public Float Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Consolidation [Abstract] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Net [Abstract] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Future lease payments due from franchisees on a nominal basis Future lease payments due from franchisees on a nominal basis Future lease payments due from franchisees on a nominal basis Reclassification of Retained Earnings to Common Stock for Share Repurchase Reclassification of Retained Earnings to Common Stock for Share Repurchase Reclassification of Retained Earnings to Common Stock for Share Repurchase Employee Stock Option and SARs Exercises, Value Schedule of Long-term Debt Instruments [Table] Short-term Debt, Type [Axis] Short-term Debt, Type [Axis] Short-term Debt, Type [Domain] Short-term Debt, Type [Domain] Line of Credit [Member] Line of Credit [Member] Letter of Credit [Member] Letter of Credit [Member] Debt Covenant [Axis] Debt Covenant [Axis] Debt Covenant [Axis] Debt Covenant [Domain] Debt Covenant [Domain] [Domain] for Debt Covenant [Axis] Total Leverage Ratio [Member] Total Leverage Ratio [Member] Total Leverage Ratio [Member] Fixed Charge Coverage Ratio [Member] Fixed Charge Coverage Ratio [Member] Fixed Charge Coverage Ratio [Member] Debt Service Coverage Ratio - Rapid Amortization Events [Member] Debt Service Coverage Ratio - Rapid Amortization Events [Member] Debt Service Coverage Ratio - Rapid Amortization Events [Member] Debt Service Coverage Ratio - Cash Trap Reserve Account [Member] Debt Service Coverage Ratio - Cash Trap Reserve Account [Member] Debt Service Coverage Ratio - Cash Trap Reserve Account [Member] Variable Rate [Axis] Variable Rate [Axis] Variable Rate [Domain] Variable Rate [Domain] London Interbank Offered Rate (LIBOR) [Member] London Interbank Offered Rate (LIBOR) [Member] Base Rate [Member] Base Rate [Member] Transaction Type [Axis] Bridge Facility [Member] Bridge Facility [Member] Bridge Facility [Member] Unsecured Revolving Credit Facility [Member] Unsecured Revolving Credit Facility [Member] An unsecured contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars. Senior Unsecured Notes Due April 2016 [Member] Senior Unsecured Notes Due April 2016 [Member] Senior Unsecured Notes due April 2016. Senior Unsecured Notes Due March 2018 [Member] Senior Unsecured Notes Due March 2018 [Member] Senior Unsecured Notes due March 2018. Senior Unsecured Notes Due November 2037 [Member] Senior Unsecured Notes Due November 2037 [Member] Senior Unsecured Notes due November 2037. Senior Unsecured Notes Due September 2019 [Member] Senior Unsecured Notes Due September 2019 [Member] Senior Unsecured Notes due September 2019. Senior Unsecured Notes Due November 2020 [Member] Senior Unsecured Notes Due November 2020 [Member] Senior Unsecured Notes Due November 2021 [Member] Senior Unsecured Notes Due November 2021 [Member] Senior Unsecured Notes Due November 2021 [Member] Senior Unsecured Notes Due November 2023 [Member] Senior Unsecured Notes Due November 2023 [Member] Senior Unsecured Notes Due November 2043 [Member] Senior Unsecured Notes Due November 2043 [Member] The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member] The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member] The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member] Term Loan A and B Facilities and Revolving Facility [Domain] Term Loan A and B Facilities and Revolving Facility [Domain] Term Loan A and B Facilities and Revolving Facility [Domain] Revolving Credit Facility [Member] Revolving Credit Facility [Member] Term Loan A Facility and Revolving Facility [Member] Term Loan A Facility and Revolving Facility [Member] Term Loan A Facility and Revolving Facility [Member] Existing [Member] Existing [Member] Existing [Member] Class A-2 Notes [Member] Class A-2 Notes [Member] Class A-2 Notes [Member] Revolving Facility [Member] Revolving Facility [Member] Revolving Facility [Member] the Credit Agreement [Member] the Credit Agreement [Member] the Credit Agreement [Member] Subsidiary Senior Unsecured Notes due 2024 [Member] Subsidiary Senior Unsecured Notes due 2024 [Member] Subsidiary Senior Unsecured Notes due 2024 [Member] Subsidiary Senior Unsecured Notes due 2026 [Member] Subsidiary Senior Unsecured Notes due 2026 [Member] Subsidiary Senior Unsecured Notes due 2026 [Member] Subsidiary Senior Unsecured Notes due 2027 [Domain] Subsidiary Senior Unsecured Notes due 2027 [Domain] Subsidiary Senior Unsecured Notes due 2027 [Domain] Class A-2-I Notes [Member] Class A-2-I Notes [Member] Class A-2-I Notes [Member] Class A-2-II Notes [Member] Class A-2-II Notes [Member] Class A-2-II Notes [Member] Class A-2-III Notes [Member] Class A-2-III Notes [Member] Class A-2-III Notes [Member] Variable Funding Notes [Member] Variable Funding Notes [Member] Variable Funding Notes [Member] Debt Instrument Interest Base Rate Options [Axis] Debt Instrument Interest Base Rate Options [Axis] Debt Instrument Interest Base Rate Options [Domain] Debt Instrument Interest Base Rate Options [Domain] LIBOR [Member] LIBOR [Member] Debt Instrument [Line Items] Repayments of Debt Repayments of Debt Long-term Debt Amount of basis points Term Loan B interest rate reduced by due to repricing Amount of basis points Term Loan B interest rate reduced by due to repricing Amount of basis points Term Loan B interest rate reduced by due to repricing Hedging Assets, Current Hedging Assets, Current Short-term Bank Loans and Notes Payable Short-term Bank Loans and Notes Payable Other Short-term Borrowings Other Short-term Borrowings Short-term Debt, including debt issuance costs Short-term Debt, including debt issuance costs Short-term Debt, including debt issuance costs Debt Issuance Costs, Current, Net Debt Issuance Costs, Current, Net Short-term Borrowings Short-term Debt [Abstract] Total Short-term Borrowings Long-term Debt Long-term Debt and Capital Lease Obligations [Abstract] Current maturities of long-term debt Long Term Debt And Capital Lease Obligations Excluding Hedge Accounting Adjustment Current LongTermDebtAndCapitalLeaseObligationsExcludingHedgeAccountingAdjustmentCurrent Long-term debt excluding long-term portion of hedge accounting adjustment Long Term Debt And Capital Lease Obligations Excluding Hedge Accounting Adjustment Noncurrent Long Term Debt And Capital Lease Obligations Excluding Hedge Accounting Adjustment Noncurrent Derivative Instruments and Hedges, Noncurrent Derivative Instruments and Hedges, Noncurrent Long-term debt including hedge accounting adjustment Capital Lease Obligations Excluded from Annual Maturities Capital Lease Obligations Derivative Instrument Adjustments Excluded from Annual Maturities Table Derivative Instrument Hedge Accounting Adjustment Derivative Instrument Hedge Accounting Adjustment Minimum principal payment failure amount that constitutes default Minimum principal payment failure amount that constitutes default Minimum principal payment failure amount that constitutes default Debt Instrument, Maturity Date Range, Start Debt Instrument, Maturity Date Range, Start Debt Instrument, Maturity Date Range, End Debt Instrument, Maturity Date Range, End Line of Credit Facility [Abstract] Line of credit facility, maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Line of credit facility, number of participating banks Line Of Credit Facility Number Of Participating Banks The number of participating banks involved in the syndicated revolving credit facility. Line of credit facility, minimum commitment from participating banks Line Of Credit Facility Minimum Commitment From Participating Banks Minimum amount of lending commitment from participating banks involved in the syndicated revolving credit facility. Line of credit facility, maximum commitment from participating banks Line Of Credit Facility Maximum Commitment From Participating Banks Maximum amount of lending commitment from participating banks involved in the syndicated revolving credit facility. Unused Credit Facility Line of Credit Facility, Remaining Borrowing Capacity Outstanding letters of credit Letters of Credit Outstanding, Amount Outstanding borrowings Long-term Line of Credit Debt instrument, lower range of basis spread on variable rate Debt Instrument Lower Range Of Basis Spread On Variable Rate Debt Instrument Lower Range Of Basis Spread On Variable Rate Debt instrument, upper range of basis spread on variable rate Debt Instrument Upper Range Of Basis Spread On Variable Rate Debt Instrument Upper Range Of Basis Spread On Variable Rate Debt instrument, description of variable rate basis Debt Instrument, Description of Variable Rate Basis Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing Debt Issuance Costs, Gross Debt Issuance Costs, Gross Capital Lease Obligations, Noncurrent Capital Lease Obligations, Noncurrent Long-term debt and capital less obligations, including current maturities and debt issuance costs Long-term debt and capital less obligations, including current maturities and debt issuance costs Long-term debt and capital less obligations, including current maturities and debt issuance costs Debt Issuance Costs, Noncurrent, Net Debt Issuance Costs, Noncurrent, Net Senior Unsecured Notes [Abstract] Issuance date Debt Instrument, Issuance Date Maturity date Debt Instrument, Maturity Date Principal amount Debt Instrument, Face Amount Interest rate, stated (in hundredths) Debt Instrument, Interest Rate, Stated Percentage Interest rate, effective (in hundredths) Debt Instrument, Interest Rate, Effective Percentage Number of months until first required interest payment after debt issuance Number of months until first required interest payment after debt issuance Number of months until first required interest payment after debt issuance Frequency of interest payments Debt Instrument, Frequency of Periodic Payment Senior unsecured notes number of days notice on default Senior unsecured notes number of days notice on default Senior unsecured notes number of days notice on default Line of Credit Facility, Expiration Date Line of Credit Facility, Expiration Date Interest Expense Losses on extinguishment of debt recorded in Interest expense Losses on extinguishment of debt recorded in Interest expense Long-term Debt, Current Maturities Long-term Debt, Current Maturities Maturities of Senior Debt Maturities of Senior Debt Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract] Long-term Debt, Fiscal Year Maturity [Abstract] 2016 Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months 2017 Long-term Debt, Maturities, Repayments of Principal in Year Two 2018 Long-term Debt, Maturities, Repayments of Principal in Year Three 2019 Long-term Debt, Maturities, Repayments of Principal in Year Four 2020 Long-term Debt, Maturities, Repayments of Principal in Year Five Thereafter Long-term Debt, Maturities, Repayments of Principal after Year Five Total Long-term Debt, Gross Interest expense on short-term borrowings and long-term debt Interest Expense, Debt Repayments of Lines of Credit Repayments of Lines of Credit Debt Instrument, Payment Terms Debt Instrument, Payment Terms Term Loan A Facility, Repayments of Principal in Year Two and Three Term Loan A Facility, Repayments of Principal in Year Two and Three Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the second and third fiscal years following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Term Loan A Facility, Repayments of Principal in Year Four Term Loan A Facility, Repayments of Principal in Year Four Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Term Loan A, Repayments of Principal in Year Five Term Loan A, Repayments of Principal in Year Five Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Term Loan B, Repayment of Principal Term Loan B, Repayment of Principal Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in fiscal years following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Covenant Description Debt Instrument, Covenant Description Debt Instrument, Debt Default, Description of Violation or Event of Default Debt Instrument, Debt Default, Description of Violation or Event of Default Debt Instrument, Covenant Compliance Debt Instrument, Covenant Compliance Restricted Cash and Cash Equivalents, Current Restricted Cash and Cash Equivalents, Current Long-term Debt, Contingent Payment of Principal or Interest Long-term Debt, Contingent Payment of Principal or Interest Long-term Debt, Anticipated Repayment Date Long-term Debt, Anticipated Repayment Date Disclosure of timing of expected repayments to fully repay the principal of long-term debt. Long-term Debt, Maturities, Repayment Terms Long-term Debt, Maturities, Repayment Terms Debt Instrument, Basis Spread on Variable Rate, Stepdown Debt Instrument, Basis Spread on Variable Rate, Stepdown Debt Instrument, Basis Spread on Variable Rate, Stepdown Principal assigned to new lenders or existing lenders Principal assigned to new lenders or existing lenders Principal assigned to new lenders or existing lenders Debt Issuance Costs, Net Debt Issuance Costs, Net Interest Income (Expense), Net Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Employee Group [Axis] Employee Group [Axis] Employee Group [Axis] Employee Group [Domain] Employee Group [Domain] [Domain] for Employee Group [Axis] Restaurant-level Employees [Domain] Restaurant-level Employees [Domain] Restaurant-level Employees [Domain] Executives [Domain] Executives [Domain] Executives [Domain] Pre-Spin [Member] Pre-Spin [Member] Pre-Spin [Member] Post-Spin [Member] [Member] Post-Spin [Member] [Member] Post-Spin [Member] Conversion Method [Axis] Conversion Method [Axis] Conversion Method [Axis] Conversion Method [Domain] Conversion Method [Domain] [Domain] for Conversion Method [Axis] Employer Method [Member] Employer Method [Member] Employer Method [Member] Award Type [Axis] Award Type [Axis] Equity Award [Domain] Equity Award [Domain] Stock Options and Stock Appreciation Rights [Member] Stock Options and Stock Appreciation Rights [Member] Stock options and stock appreciation rights (SARs) awarded under stock award plans. Restricted Stock Units And Performance Share Units [Member] Restricted Stock Units And Performance Share Units [Member] Restricted stock units and performance share units (PSUs) awarded under stock award plans. Restricted Stock Units (RSUs) [Member] Restricted Stock Units (RSUs) [Member] Long Term Incentive Plans [Member] Long Term Incentive Plans [Member] Comprised of the YUM! Brands, Inc. Long-Term Incentive Plan and the 1997 Long-Term Incentive Plan. Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Axis] Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Axis] Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Domain] Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Domain] Performance Share Units [Member] Performance Shares [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense Number of stock award plans in effect Number of stock award plans in effect Number of stock award plans in effect at balance sheet date. Minimum vesting period of outstanding awards (in years) Share Based Compensation Arrangement By Share Based Payment Award Minimum Award Vesting Period Description of the minimum period of time over which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, which may be expressed in a variety of ways (for example, in years, month and year). Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Maximum vesting period of outstanding awards (in years) Share Based Compensation Arrangement By Share Based Payment Award Maximum Award Vesting Period Description of the maximum period of time over which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, which may be expressed in a variety of ways (for example, in years, month and year). Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period Vesting period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Approximate number of shares available for grant (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Percentage of Company match on amount deferred (in hundredths) Percentage Of Company Match On Amount Deferred The percentage of Company match on the amount deferred relating to the Executive Income Deferral Plan. The Plan allows participants to defer incentive compensation to purchase phantom shares of Common Stock. Award Valuation Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] Risk-free interest rate (in hundredths) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Expected term (years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Expected dividend yield (in hundredths) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Number of homogeneous groups appropriate to group awards into when estimating expected term Number of homogeneous groups used to estimate expected term of stock option and SAR awards Number of homogeneous groups used to estimate expected term of stock option and SAR awards Graded vesting schedule of grants made to executives under other stock award plans Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights Summary of award activity - Stock options and SARs [Roll Forward] Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Outstanding [Roll Forward] A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Forfeited or expired (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Outstanding at the end of the year (in shares) Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Outstanding Number The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance-sheet date, and the number of outstanding awards on nonstock option plans for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares. Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Summary of award activity - Stock options and SARs, additional disclosures [Abstract] Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Additional Disclosures [Abstract] Granted, Weighted-average exercise price (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Exercised, Weighted-average exercise price (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Outstanding at the end of the year, Weighted-average exercise price (in dollars per share) Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Outstanding Weighted Average Exercise Price The weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan, and the weighted average fair value of nonvested awards on share-based plans excluding option plans. Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Exercisable at the end of the year (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Exercisable at the end of the year, Weighted-average exercise price (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Exercisable at the end of the year, Weighted-average remaining contractual term (in years) Share Based Compensation Arrangement By Share Based Payment Award, Options, Outstanding Weighted Average Remaining Contractual Term Share Based Compensation Arrangement By Share Based Payment Award, Options, Outstanding Weighted Average Remaining Contractual Term Exercisable at the end of the year, Aggregate intrinsic value (in dollars) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Options outstanding at the end of the year (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number SARs outstanding at the end of the year (in shares) Share Based Compensation Arrangement By Share Based Payment Award Stock Appreciation Rights Outstanding Number The number of shares reserved for issuance under stock appreciation rights awarded under the plan that validly exist and are outstanding as of the balance-sheet date. Options outstanding at the end of the year, Weighted-average exercise price (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term SARs outstanding at the end of the year, Weighted-average exercise price (in dollars per share) Share Based Compensation Arrangement By Share Based Payment Award Stock Appreciation Rights Outstanding Weighted Average Exercise Price The weighted average price as of the end of the year at which grantees of stock appreciation rights can acquire the shares reserved for issuance under the stock option plan. Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Unrecognized compensation cost Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized Unvested RSUs and PSUs Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Impact on net income [Abstract] Impact On Net Income [Abstract] Employee Service Share-based Compensation, Tax Benefit from Compensation Expense EID compensation expense not share-based Deferred Compensation Arrangement with Individual, Compensation Expense Cash received from stock options exercises Proceeds from Stock Options Exercised Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options Award Modification Description Award Modification Description Award Modification Description Award Decrease due to Spin Award Decrease due to Spin Award Decrease due to Spin Decrease due to Spin Weighted Average Exercise Price Decrease due to Spin Weighted Average Exercise Price Decrease due to Spin Weighted Average Exercise Price Description of Business Nature of Operations [Text Block] Revenues Costs and Expenses, Net Costs and Expenses [Abstract] Company restaurants Cost of Goods Sold [Abstract] Food and paper Cost of Goods Sold, Direct Materials Payroll and employee benefits Cost of Goods Sold, Direct Labor Occupancy and other operating expenses Cost of Goods Sold, Overhead Company restaurant expenses Other (income) expense Operating Profit Other Pension (income) expense Interest expense, net Income tax provision Income from continuing operations Income from discontinued operations, net of tax Net Income Short-term Borrowings and Long-term Debt Debt Disclosure [Text Block] Derivative, Maturity Date Derivative, Maturity Date Derivative, Notional Amount Derivative, Notional Amount Derivative, Fixed Interest Rate Derivative, Fixed Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net Derivative Instruments, Gain (Loss) [Table Text Block] Derivative Instruments, Gain (Loss) [Table Text Block] Cash paid for interest and income taxes, and significant non-cash investing and financing activities Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] Repurchase of Shares Of the Company's Stock [Abstract] Repurchase of Shares Of the Company's Stock [Abstract] Repurchase Of Shares Of Common Stock [Table] Repurchase Of Shares Of Common Stock [Table] Share Repurchase Program [Axis] Share Repurchase Program [Axis] Share Repurchase Program [Domain] Share Repurchase Program [Domain] November 2017 [Domain] November 2017 [Domain] November 2017 [Domain] May 2016 [Member] May 2016 [Member] May 2016 [Member] March 2016 [Member] March 2016 [Member] March 2016 [Member] Repurchase Of Shares Of Common Stock [Axis] Repurchase Of Shares Of Common Stock [Axis] Repurchase Of Shares Of Common Stock [Domain] Repurchase Of Shares Of Common Stock [Domain] November 2016 [Member] November 2016 [Member] November 2016 [Member] December 2015 [Member] December 2015 [Member] December 2015 November 2014 [Member] November 2014 [Member] Date of authorization by Board of Directors to repurchase shares of Common Stock November 2013 [Member] November 2013 [Member] November 2013 [Member] November 2012 [Member] November 2012 [Member] Date of authorization by Board of Directors to repurchase shares of Common Stock Repurchase Of Shares Of Common Stock [Line Items] Repurchase Of Shares Of Common Stock [Line Items] Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date. Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date. Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date. Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date. Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date. Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date. Stock Repurchased During Period, Shares Expiration Date Of Share Repurchase Authorization Expiration Date Of Share Repurchase Authorization Expiration date of share repurchase authorization. Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Income Tax Examination, Tax Years [Axis] Income Tax Examination, Tax Years [Axis] Income Tax Examination, Tax Years [Axis] Income Tax Examination, Open Tax Years [Domain] Income Tax Examination, Open Tax Years [Domain] Income Tax Examination, Open Tax Years [Domain] 2004 to 2008 [Member] 2004 to 2008 [Member] 2004 to 2008 [Member] Extinguishment of Debt [Axis] Extinguishment of Debt [Axis] Extinguishment of Debt, Type [Domain] Extinguishment of Debt, Type [Domain] Cash Paid For: Supplemental Cash Flow Information [Abstract] Interest Interest Paid Income taxes Income Taxes Paid Significant Non-Cash Investing and Financing Activities: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Capital lease obligations incurred Capital Lease Obligations Incurred Capital lease and other debt obligations transferred through refranchising Capital lease and other debt obligations transferred through refranchising Capital lease and other debt obligations transferred through refranchising Cash and Cash Equivalents, at Carrying Value Restricted Cash and Cash Equivalents, Noncurrent Restricted Cash and Cash Equivalents, Noncurrent Valuation and Qualifying Accounts Disclosure [Table] Valuation and Qualifying Accounts Disclosure [Table] Valuation Allowances and Reserves Type [Axis] Valuation Allowances and Reserves [Domain] Self Insured Property And Casualty Reserves [Member] Self Insured Property And Casualty Reserves [Member] Valuation and Qualifying Accounts Disclosure [Line Items] Valuation and Qualifying Accounts Disclosure [Line Items] Beginning balance Liability for Claims and Claims Adjustment Expense, Property Casualty Liability Liability for Unpaid Claims and Claims Adjustment Expense, Period Increase (Decrease) Liability for Unpaid Claims and Claims Adjustment Expense, Period Increase (Decrease) Payments Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid Ending balance Tax Act Enactment [Table] Tax Act Enactment [Table] Tax Act Enactment [Table] Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Foreign Tax Credit [Domain] Foreign Tax Credit [Domain] Foreign Tax Credit [Domain] U.S. Federal Tax Rate, prior to 2017 Tax Act [Domain] Tax Year 2017 [Member] U.S. Federal Tax Rate, updated for 2017 Tax Act [Domain] Tax Year 2018 [Domain] Tax Year 2018 [Domain] Remeasurement of Deferreds [Domain] Remeasurement of Deferreds [Domain] Remeasurement of Deferreds [Domain] Tax Act Enactment [Line Items] Tax Act Enactment [Line Items] [Line Items] for Tax Act Enactment [Table] Undistributed Earnings of Foreign Subsidiaries Undistributed Earnings of Foreign Subsidiaries Limit on deductibility of interest expense Limit on deductibility of interest expense Limit on deductibility of interest expense Deferred Tax Liabilities Deemed Repatriation PRC tax rate applied to gains from indirect transfers of taxable assets PRC tax rate applied to gains from indirect transfers of taxable assets PRC tax rate applied to gains from indirect transfers of taxable assets Changes in the carrying amount of goodwill Schedule of Goodwill [Table Text Block] Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class [Text Block] Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class [Text Block] Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Condensed Income Statement [Table Text Block] Condensed Income Statement [Table Text Block] Condensed Balance Sheet [Table Text Block] Condensed Balance Sheet [Table Text Block] Principles of Consolidation and Basis of Preparation Consolidation, Policy [Policy Text Block] Fiscal Year Fiscal Period, Policy [Policy Text Block] Foreign Currency Foreign Currency Transactions and Translations Policy [Policy Text Block] Reclassifications Reclassification, Policy [Policy Text Block] Franchise and License Operations Franchise And License Operations Policy [Text Block] A company's accounting policy for franchise (the right to operate a business using the entity's name, merchandise, services, methodologies, promotional support, marketing, and supplies) and license (the right to use, but not own, certain of the entity's intangible assets) operations. Licensing arrangements include, but are not limited to, rights to use a patent, copyright, technology, manufacturing process, software or trademark. Revenue Recognition Revenue Recognition, Policy [Policy Text Block] Direct Marketing Costs Advertising Costs, Policy [Policy Text Block] Research and Development Expenses Research and Development Expense, Policy [Policy Text Block] Share-Based Employee Compensation Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Legal Costs Legal Costs, Policy [Policy Text Block] Impairment or Disposal of Property, Plant and Equipment Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Impairment of Investments in Unconsolidated Affiliates Impairment Of Investments In Unconsolidated Affilitates Policy [Text Block] Describes an entity's accounting policy for recognizing and measuring the impairment of investments in unconsolidated affiliates. Guarantees Guarantees, Indemnifications and Warranties Policies [Policy Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Fair Value Measurements Fair Value of Financial Instruments, Policy [Policy Text Block] Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Receivables Receivables, Policy [Policy Text Block] Inventories Inventory, Policy [Policy Text Block] Property, Plant and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Leases and Leasehold Improvements Lessee, Leases [Policy Text Block] Internal Development Costs and Abandoned Site Costs Internal Development Costs And Abandoned Sites Costs Policy [Text Block] The company's accounting policy for the costs related to the acquisition and development of Company units and abandoned sites. Goodwill and Intangible Assets Goodwill and Intangible Assets, Policy [Policy Text Block] Derivative Financial Instruments Derivatives, Policy [Policy Text Block] Common Stock Share Repurchases Stockholders' Equity, Policy [Policy Text Block] Pension and Post-retirement Medical Benefits Pension and Other Postretirement Plans, Policy [Policy Text Block] Fiscal Year [Abstract] Fiscal Year [Abstract] 53rd Week Impact [Member] 53rd Week Impact [Member] 53rd Week Impact [Member] Week added as a result of the fiscal year ending on last Saturday in December Fiscal Period Adjustment Adjustment to the fiscal period due to year ending on the last Saturday in December. Frequency of adding a week as a result of the fiscal year ending on the last Saturday in December Fiscal Period Adjustment Frequency The frequency of adjusting the fiscal period as a result of the fiscal year ending on the last Saturday in December. Number of weeks in each of the first three quarters of each fiscal year Fiscal Period Weeks Standard - Historical Calendar The number of weeks in each of the first three quarters of each fiscal year if it is a 52 week fiscal year. Number of weeks in the fourth quarter of each fiscal year with 52 weeks Fiscal Period Weeks Standard Fourth Quarter - Historical Calendar The number of weeks in the fourth quarter of each fiscal year if it is a 52 week fiscal year. Number of weeks in the fourth quarter of each fiscal year with 53 weeks Fiscal Period Weeks Adjusted Fourth Quarter The number of weeks in the fourth quarter of each fiscal year if it is a 53 week fiscal year. Number of periods or months in advance that all international businesses except China and India close their books Number of periods or months in advance that all international businesses except China close their books The amount of time (period or month) in advance that YUM's international businesses, except China, close their books to allow for facilitation of consolidated reporting. Number of years notes receivable and direct financing leases are beyond and would be included in other assets Number of years notes receivable and direct financing leases are beyond and would be included in other assets Number of years notes receivable and direct financing leases are beyond and would be included in other assets Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable Number Of Consecutive Years Used As Primary Indicator Of Potential Impairment Of Restaurant Assets Goodwill and Intangible Assets Goodwill and Intangible Assets Disclosure [Text Block] EX-101.PRE 14 yum-20171231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 15 yumstockperformgraph2017a01.jpg begin 644 yumstockperformgraph2017a01.jpg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�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�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yum10k12312017_htm.xml IDEA: XBRL DOCUMENT 0001041061 2017-01-01 2017-12-31 0001041061 2016-01-01 2016-12-31 0001041061 us-gaap:RestatementAdjustmentMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember yum:A2015to2018Domain yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2015-01-01 2015-12-31 0001041061 country:MX 2015-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember 2016-01-01 2016-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-01-01 2016-12-31 0001041061 yum:DeferredVestedProjectMember us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 us-gaap:PropertyPlantAndEquipmentMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain yum:A2015to2018DomainDomain 2017-01-01 2017-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain yum:A2017to2018Domain 2017-01-01 2017-12-31 0001041061 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember us-gaap:CorporateAndOtherMember 2017-01-01 2017-12-31 0001041061 country:MX 2015-01-01 2015-12-31 0001041061 yum:GainlossondispositionofassetsMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember country:MX 2015-01-01 2015-12-31 0001041061 yum:KFCGlobalDivisionMember yum:IncrementalAdvertisingMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember yum:IncrementalAdvertisingMember 2015-01-01 2015-12-31 0001041061 us-gaap:RestatementAdjustmentMember 2014-12-31 0001041061 yum:KFCGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:ClosuresandimpairmentincomeexpensesMember 2016-01-01 2016-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 us-gaap:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:RestatementAdjustmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:RestatementAdjustmentMember 2016-01-01 2016-12-31 0001041061 yum:ExcludingtheimpactofretrospectivelyadoptingnewaccountingguidanceMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:KFCGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:ClosuresandimpairmentincomeexpensesMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2016-01-01 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2015-01-01 2015-12-31 0001041061 us-gaap:ScenarioPreviouslyReportedMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2015-01-01 2015-12-31 0001041061 yum:ExcludingtheimpactofretrospectivelyadoptingnewaccountingguidanceMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember us-gaap:RestatementAdjustmentMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:RestatementAdjustmentMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember us-gaap:ScenarioPreviouslyReportedMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember country:MX 2016-01-01 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 us-gaap:LandMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2014-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:AssetsHeldUnderCapitalLeasesMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:AssetsHeldUnderCapitalLeasesMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:LandMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2015-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:PhMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 2017-12-31 0001041061 yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:TacoBellMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:LeasesAcquiredInPlaceMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:ReacquiredFranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:OtherDefiniteLivedIntangibleAssetsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 us-gaap:FranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:OtherDefiniteLivedIntangibleAssetsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:FranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:LeasesAcquiredInPlaceMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 us-gaap:TrademarksMember yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 2016-12-31 0001041061 us-gaap:TrademarksMember yum:KfcMember us-gaap:SegmentContinuingOperationsMember 2017-12-31 0001041061 yum:ReacquiredFranchiseRightsMember us-gaap:SegmentContinuingOperationsMember 2016-12-31 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MinimumMember us-gaap:BaseRateMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2INotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:ClassA2IINotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2INotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MaximumMember us-gaap:BaseRateMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2IINotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAandBFacilitiesandRevolvingFacilityDomain us-gaap:SecuredDebtMember 2017-12-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:VariableFundingNotesMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2027Domain us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember yum:DebtServiceCoverageRatioCashTrapReserveAccountMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2INotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2IIINotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:VariableFundingNotesMember us-gaap:LetterOfCreditMember 2016-06-30 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember us-gaap:MaximumMember 2017-12-31 0001041061 us-gaap:CommonStockMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember us-gaap:BaseRateMember 2017-01-01 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember yum:DebtServiceCoverageRatioRapidAmortizationEventsMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2027Domain us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:VariableFundingNotesMember us-gaap:LineOfCreditMember 2016-06-30 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember us-gaap:MinimumMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2026Member us-gaap:UnsecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember yum:FixedChargeCoverageRatioMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:ClassA2IIINotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:ClassA2IIINotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2024Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2026Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember yum:TotalLeverageRatioMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MinimumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-01-01 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2015-01-01 2015-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:TheCreditAgreementandSubsidiarySeniorUnsecuredNotesMemberMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:ClassA2NotesMember us-gaap:SecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2024Member us-gaap:UnsecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:TermLoanAFacilityandRevolvingFacilityMember us-gaap:SecuredDebtMember us-gaap:MaximumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-01-01 2017-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:RevolvingFacilityMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:RevolvingFacilityMember us-gaap:LetterOfCreditMember 2017-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2017-12-31 0001041061 yum:ClassA2IINotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2037Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueMarch2018Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2021Member 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2016-12-31 0001041061 yum:SeniorUnsecuredNotesDueSeptember2019Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2023Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2043Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2020Member 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2020Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueMarch2018Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2037Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2021Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueNovember2023Member 2017-01-01 2017-12-31 0001041061 yum:SeniorUnsecuredNotesDueSeptember2019Member 2017-01-01 2017-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2015-01-01 2015-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2024Member us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesdue2026Member us-gaap:UnsecuredDebtMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:UnsecuredDebtMember 2017-07-01 2017-09-30 0001041061 yum:TheCreditAgreementMember us-gaap:SecuredDebtMember 2017-07-01 2017-09-30 0001041061 yum:SeniorUnsecuredNotesDueNovember2043Member 2017-01-01 2017-12-31 0001041061 yum:ClassA2NotesMember us-gaap:SecuredDebtMember 2016-04-01 2016-06-30 0001041061 us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2016-12-31 0001041061 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2017-12-31 0001041061 us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0001041061 us-gaap:CashFlowHedgingMember 2016-01-01 2016-12-31 0001041061 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0001041061 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-01-01 2015-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2017-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:YUMSeniorUnsecuredNotesMemberDomain us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:TermLoanBFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:TermLoanAFacilityMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2016-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2016-12-31 0001041061 yum:SecuritizationNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:SecuredDebtMember 2017-12-31 0001041061 yum:RefranchisinggainlossMember 2017-01-01 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2017-01-01 2017-12-31 0001041061 yum:SubsidiarySeniorUnsecuredNotesMember us-gaap:FairValueInputsLevel2Member us-gaap:UnsecuredDebtMember 2017-12-31 0001041061 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember yum:ClosuresandimpairmentincomeexpensesMember 2017-01-01 2017-12-31 0001041061 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember yum:GainLossonDispositionofPropertyPlantEquipmentMember 2017-01-01 2017-12-31 0001041061 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember yum:GainLossonDispositionofPropertyPlantEquipmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:FairValueMeasurementsNonrecurringMember 2016-01-01 2016-12-31 0001041061 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember yum:ClosuresandimpairmentincomeexpensesMember 2016-01-01 2016-12-31 0001041061 us-gaap:FairValueMeasurementsNonrecurringMember 2017-01-01 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 us-gaap:DomesticPlanMember 2016-01-01 2016-12-31 0001041061 us-gaap:DomesticPlanMember 2015-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:FairValueOfPlanAssetsAmountSettledPriorToYearEndMember us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:CashMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:FairValueOfPlanAssetsAmountSettledPriorToYearEndMember us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:EquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsLargeCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:CashMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsSmallCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:EquitySecuritiesUsLargeCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsMidCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 yum:EquitySecuritiesUsMidCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:FixedIncomeSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2017-12-31 0001041061 yum:EquitySecuritiesUsSmallCapMember us-gaap:FairValueInputsLevel1Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:FixedIncomeSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:DomesticPlanMember 2016-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2017-01-01 2017-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2016-12-31 0001041061 us-gaap:FixedIncomeFundsMember us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2017-12-31 0001041061 us-gaap:ForeignPlanMember 2017-12-31 0001041061 us-gaap:ForeignPlanMember 2016-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2014-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2016-01-01 2016-12-31 0001041061 us-gaap:EquitySecuritiesMember us-gaap:DomesticPlanMember 2017-12-31 0001041061 us-gaap:DomesticPlanMember 2015-01-01 2015-12-31 0001041061 yum:OtherpensionincomeexpenseMember us-gaap:DomesticPlanMember 2016-01-01 2016-12-31 0001041061 yum:OtherpensionincomeexpenseMember us-gaap:DomesticPlanMember 2015-01-01 2015-12-31 0001041061 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2015-01-01 2015-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:RetainedEarningsMember 2016-01-01 2016-12-31 0001041061 us-gaap:PerformanceSharesMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:PerformanceSharesMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:PerformanceSharesMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2016-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2016-01-01 2016-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember yum:EmployerMethodMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:LongTermIncentivePlansMember 2017-01-01 2017-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2016-01-01 2016-12-31 0001041061 yum:ExecutiveIncomeDeferralPlanMember 2017-01-01 2017-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2015-01-01 2015-12-31 0001041061 yum:StockOptionsAndStockAppreciationRightsMember 2015-01-01 2015-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2017-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember 2017-01-01 2017-12-31 0001041061 yum:RestrictedStockUnitsAndPerformanceShareUnitsMember yum:EmployerMethodMember 2017-01-01 2017-12-31 0001041061 yum:LongTermIncentivePlansMember 2017-12-31 0001041061 yum:LongTermIncentivePlansMember yum:ExecutivesDomain 2017-01-01 2017-12-31 0001041061 us-gaap:RetainedEarningsMember 2015-12-31 0001041061 yum:LongTermIncentivePlansMember yum:RestaurantlevelEmployeesDomain 2017-01-01 2017-12-31 0001041061 us-gaap:RestrictedStockUnitsRSUMember yum:ExecutiveIncomeDeferralPlanMember 2017-01-01 2017-12-31 0001041061 yum:November2017Domain 2015-01-01 2015-12-31 0001041061 yum:December2015Member 2017-01-01 2017-12-31 0001041061 yum:November2014Member 2015-01-01 2015-12-31 0001041061 yum:November2016Member 2017-01-01 2017-12-31 0001041061 yum:November2014Member 2016-01-01 2016-12-31 0001041061 yum:May2016Member 2016-01-01 2016-12-31 0001041061 yum:December2015Member 2015-01-01 2015-12-31 0001041061 yum:December2015Member 2016-01-01 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2017-01-01 2017-12-31 0001041061 yum:November2013Member 2016-01-01 2016-12-31 0001041061 yum:March2016Member 2016-01-01 2016-12-31 0001041061 yum:November2017Domain 2017-01-01 2017-12-31 0001041061 yum:November2017Domain 2016-01-01 2016-12-31 0001041061 yum:March2016Member 2015-01-01 2015-12-31 0001041061 yum:May2016Member 2015-01-01 2015-12-31 0001041061 yum:November2013Member 2015-01-01 2015-12-31 0001041061 yum:May2016Member 2017-01-01 2017-12-31 0001041061 yum:November2016Member 2015-01-01 2015-12-31 0001041061 yum:November2014Member 2017-01-01 2017-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2015-01-01 2015-12-31 0001041061 yum:November2016Member 2016-01-01 2016-12-31 0001041061 yum:November2013Member 2017-01-01 2017-12-31 0001041061 yum:March2016Member 2017-01-01 2017-12-31 0001041061 yum:November2017Domain 2017-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2016-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2016-01-01 2016-12-31 0001041061 yum:ClosuresandimpairmentincomeexpensesMember 2017-01-01 2017-12-31 0001041061 us-gaap:CommonStockMember 2015-01-01 2015-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2015-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2015-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2017-01-01 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2015-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2017-01-01 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2017-12-31 0001041061 us-gaap:RetainedEarningsMember 2015-01-01 2015-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2016-12-31 0001041061 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2017-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember 2017-12-31 0001041061 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2016-12-31 0001041061 us-gaap:AccumulatedTranslationAdjustmentMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:ExcludingNoncontrollingInterestMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:ForeignCountryMember 2017-12-31 0001041061 us-gaap:StateAndLocalJurisdictionMember 2017-12-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2014-12-31 0001041061 us-gaap:InternalRevenueServiceIRSMember 2017-12-31 0001041061 yum:TaxYear2018Domain 2017-01-01 2017-12-31 0001041061 yum:DeferredTaxAssetsCurrentYearOperationsMember 2015-01-01 2015-12-31 0001041061 yum:FederalStateForeignandLocalTaxCreditsMember 2017-12-31 0001041061 us-gaap:TaxYear2017Member 2017-01-01 2017-12-31 0001041061 yum:DeferredTaxAssetsCurrentYearOperationsMember 2016-01-01 2016-12-31 0001041061 yum:DeferredTaxAssetsChangesInJudgementMember 2016-01-01 2016-12-31 0001041061 yum:DeferredTaxAssetsChangesInJudgementMember 2015-01-01 2015-12-31 0001041061 yum:RemeasurementofDeferredsDomain 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2017-12-31 0001041061 yum:KFCGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:CorporateAndOtherMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:KFCGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:CorporateAndOtherMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:CorporateAndOtherMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:TacoBellGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:TacoBellGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 yum:UsMember 2016-01-01 2016-12-31 0001041061 yum:OtherpensionincomeexpenseMember yum:DeferredVestedProjectMember us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 yum:UsMember 2017-01-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember yum:UnallocatedamountstosegmentMember 2017-01-01 2017-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember yum:UnallocatedamountstosegmentMember 2017-01-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember yum:UnallocatedamountstosegmentMember 2016-01-01 2016-12-31 0001041061 yum:UsMember 2016-12-31 0001041061 yum:UsMember 2017-12-31 0001041061 yum:MarktoMarketofYUMChinaFundsMember yum:ExecutiveIncomeDeferralPlanMember yum:UnallocatedamountstosegmentMember 2016-01-01 2016-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0001041061 us-gaap:OtherNonoperatingIncomeExpenseMember 2016-01-01 2016-12-31 0001041061 us-gaap:OtherNonoperatingIncomeExpenseMember 2017-01-01 2017-12-31 0001041061 yum:UsMember 2015-01-01 2015-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2015-01-01 2015-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2016-01-01 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2017-01-01 2017-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2017-12-31 0001041061 yum:KFCGlobalDivisionMember 2017-12-31 0001041061 yum:KFCGlobalDivisionMember 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2017-12-31 0001041061 yum:IncludingNoncontrollingInterestMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2017-12-31 0001041061 yum:TacoBellGlobalDivisionMember 2016-12-31 0001041061 yum:PizzaHutGlobalDivisionMember 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember 2016-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2017-01-01 2017-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2016-01-01 2016-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2016-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2017-12-31 0001041061 yum:SelfInsuredPropertyAndCasualtyReservesMember 2015-12-31 0001041061 us-gaap:GuaranteeOfIndebtednessOfOthersMember 2017-12-31 0001041061 us-gaap:RetainedEarningsMember 2016-12-31 0001041061 us-gaap:PropertyLeaseGuaranteeMember 2017-12-31 0001041061 us-gaap:PerformanceGuaranteeMember 2017-12-31 0001041061 us-gaap:GuaranteeOfIndebtednessOfOthersMember yum:FranchiseLoanPoolGuaranteesMember 2017-12-31 0001041061 us-gaap:PropertyLeaseGuaranteeMember 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-04-01 2016-06-30 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-10-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-10-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-03-31 0001041061 2016-01-01 2016-03-31 0001041061 2016-10-01 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2017-12-31 0001041061 2016-07-01 2016-09-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-07-01 2016-09-30 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-03-31 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-04-01 2016-06-30 0001041061 us-gaap:SegmentDiscontinuedOperationsMember 2016-07-01 2016-09-30 0001041061 2016-04-01 2016-06-30 0001041061 yum:UnallocatedamountstosegmentMember us-gaap:SegmentContinuingOperationsMember 2017-04-01 2017-06-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-04-01 2017-06-30 0001041061 2017-01-01 2017-03-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-01-01 2017-03-31 0001041061 yum:RedeemableNoncontrollingInterestMember 2016-01-01 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember us-gaap:SegmentContinuingOperationsMember 2016-10-01 2016-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-07-01 2017-09-30 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-04-01 2017-06-30 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-10-01 2016-12-31 0001041061 yum:UnallocatedamountstosegmentMember us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-03-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-10-01 2017-12-31 0001041061 2017-04-01 2017-06-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-10-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-04-01 2016-06-30 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2016-07-01 2016-09-30 0001041061 2018-02-14 0001041061 us-gaap:CommonStockMember 2014-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-01-01 2016-03-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-01-01 2017-03-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-07-01 2017-09-30 0001041061 2017-07-01 2017-09-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-04-01 2016-06-30 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-10-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-03-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-04-01 2017-06-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-07-01 2017-09-30 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-10-01 2017-12-31 0001041061 us-gaap:RetainedEarningsMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 2018-02-07 0001041061 us-gaap:CommonStockMember 2015-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2017-12-31 0001041061 us-gaap:NoncontrollingInterestMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:CommonStockMember 2016-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2015-12-31 0001041061 us-gaap:CommonStockMember 2017-12-31 0001041061 2017-06-30 0001041061 yum:RedeemableNoncontrollingInterestMember 2016-12-31 0001041061 us-gaap:NoncontrollingInterestMember 2016-12-31 0001041061 us-gaap:RetainedEarningsMember 2014-12-31 0001041061 yum:IncludingNoncontrollingInterestMember 2014-12-31 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:LiabilitiesTotalMember yum:A2018DomainMember 2017-01-01 2017-12-31 0001041061 yum:AccountingStandardsUpdated201707Domain yum:OtherpensionincomeexpenseMember 2016-01-01 2016-06-30 0001041061 us-gaap:AccountingStandardsUpdate201409Member yum:A2018DomainMember 2017-01-01 2017-12-31 0001041061 yum:A53rdWeekImpactMember 2017-01-01 2017-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember 2017-01-01 2017-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001041061 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201609Member 2016-01-01 2016-12-31 0001041061 2017-10-01 2017-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201609Member 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 country:CN us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201609Member yum:IncomeTaxExpenseBenefitDomain 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:PizzaHutGlobalDivisionMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember 2015-01-01 2015-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2017-01-01 2017-12-31 0001041061 2017-01-01 2017-09-30 0001041061 yum:FranchiseandlicenseexpensesMember 2016-01-01 2016-12-31 0001041061 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 yum:AccountingStandardsUpdated201707Domain yum:OtherpensionincomeexpenseMember 2015-01-01 2015-06-30 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:AssetsTotalMember yum:A2018DomainMember 2017-12-31 0001041061 us-gaap:MachineryAndEquipmentMember us-gaap:MaximumMember 2017-01-01 2017-12-31 0001041061 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember us-gaap:MinimumMember 2017-01-01 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:StockholdersEquityTotalMember yum:A2018DomainMember 2017-12-31 0001041061 us-gaap:AccountingStandardsUpdate201409Member us-gaap:OperatingIncomeLossMember yum:A2018DomainMember 2017-01-01 2017-12-31 0001041061 country:CN us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001041061 yum:LittleSheepMember us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001041061 yum:GainlossondispositionofassetsMember 2015-01-01 2015-12-31 0001041061 yum:GainlossondispositionofassetsMember 2016-01-01 2016-12-31 0001041061 yum:OtherpensionincomeexpenseMember us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0001041061 us-gaap:RestatementAdjustmentMember 2015-01-01 2015-12-31 0001041061 yum:PizzaHutGlobalDivisionMember yum:Secondhalfof2017to2018Domain yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:CorporateAndOtherMember 2017-01-01 2017-12-31 0001041061 yum:KFCGlobalDivisionMember yum:A2018DomainMember yum:IncrementalAdvertisingMember 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2017-01-01 2017-12-31 0001041061 yum:FranchiseandlicenseexpensesMember yum:UnallocatedandGeneralandadministrativeexpensesDomain 2016-01-01 2016-12-31 yum:Months yum:weeks shares pure yum:operating_segments yum:Years yum:restaurants yum:countries_and_territiories iso4217:USD iso4217:USD shares yum:groups utreg:Rate false --12-31 FY 2017 2017-12-31 10-K 0001041061 332513103 Yes Large Accelerated Filer 25400000000 YUM BRANDS INC No Yes 0 0 750000000 750000000 355000000 332000000 2016-05-11 2016-06-16 2016-06-16 2007-10-19 2010-08-31 2011-08-29 2013-10-31 2007-10-19 2013-10-31 2009-08-25 2043-11-01 2046-05-01 2018-03-15 2020-11-01 2021-11-01 2023-11-01 2037-11-15 2019-09-15 2024-06-01 2026-06-01 2022-06-07 2023-06-16 55000000 300000 0 0 0 0 5000000 5000000 5000000 5000000 0 3000000 2038 2020-06-12 2018-02-23 2021-07-27 -40000000 0 0 0 0 0 0 0 3 1000000000 -3000000 -21000000 8000000 -3000000 P2Y P4Y0M0D P4Y0M0D P10Y P10Y0M0D P10Y0M0D P6Y5M0D P6Y5M0D P6Y5M0D P4Y0M0D P5Y5M0D 0.01 50000000 85000000 2 2 4 3 2 2 2 1 1 1 1 P5Y P1Y10M0D P6Y6M0D P5Y0M0D 2065 3572000000 4189000000 4336000000 2306000000 2167000000 2082000000 5878000000 6356000000 6418000000 1103000000 1267000000 1340000000 939000000 1106000000 1125000000 912000000 1116000000 1162000000 2954000000 3489000000 3627000000 999000000 1129000000 1058000000 237000000 201000000 240000000 3000000 15000000 16000000 1083000000 163000000 -23000000 -7000000 -3000000 -20000000 3117000000 4674000000 4984000000 2761000000 1682000000 1434000000 47000000 32000000 40000000 -440000000 -305000000 -141000000 2274000000 1345000000 1253000000 934000000 327000000 327000000 1340000000 1018000000 926000000 625000000 357000000 1340000000 1643000000 1283000000 3.86 2.58 2.13 1.59 0.82 3.86 4.17 2.95 3.77 2.54 2.09 1.56 0.81 3.77 4.10 2.90 0.90 1.73 1.74 1340000000 1643000000 1283000000 115000000 -174000000 -231000000 -55000000 11000000 -115000000 170000000 -185000000 -116000000 8000000 -21000000 0 162000000 -164000000 -116000000 -17000000 -62000000 101000000 52000000 44000000 53000000 -35000000 18000000 -154000000 -14000000 4000000 -57000000 -21000000 14000000 -97000000 -52000000 57000000 48000000 -58000000 22000000 53000000 6000000 35000000 -5000000 -2000000 -16000000 0 4000000 19000000 -5000000 187000000 -159000000 -24000000 1527000000 1484000000 1259000000 1340000000 1643000000 1283000000 0 625000000 357000000 253000000 310000000 319000000 3000000 15000000 16000000 1083000000 163000000 -23000000 55000000 41000000 98000000 634000000 28000000 -101000000 65000000 80000000 46000000 19000000 23000000 36000000 -3000000 -1000000 4000000 13000000 1000000 14000000 -173000000 -40000000 55000000 -55000000 20000000 53000000 130000000 44000000 75000000 1030000000 1248000000 1260000000 318000000 427000000 442000000 1773000000 370000000 213000000 -17000000 -53000000 -30000000 1472000000 -4000000 -199000000 1088000000 6900000000 0 385000000 323000000 267000000 0 -685000000 303000000 0 1400000000 609000000 0 2000000000 0 0 0 0 1960000000 5403000000 1200000000 416000000 744000000 730000000 32000000 86000000 0 0 289000000 235000000 -90000000 -92000000 -39000000 -1795000000 -744000000 -1089000000 61000000 -34000000 0 768000000 466000000 -28000000 831000000 365000000 393000000 1599000000 831000000 365000000 0 829000000 931000000 0 -287000000 -493000000 0 -292000000 -234000000 1522000000 725000000 400000000 370000000 13000000 37000000 371000000 236000000 201000000 137000000 2507000000 1505000000 1697000000 2113000000 512000000 536000000 110000000 151000000 346000000 376000000 139000000 772000000 5311000000 5453000000 813000000 1067000000 123000000 36000000 375000000 66000000 201000000 137000000 1512000000 1306000000 9429000000 9059000000 704000000 703000000 11645000000 11068000000 0 0 -6063000000 -5157000000 -271000000 -458000000 -6334000000 -5615000000 5311000000 5453000000 434000000 0 1784000000 -228000000 57000000 1613000000 9000000 1283000000 6000000 1289000000 -1000000 -228000000 -4000000 -232000000 -2000000 -112000000 -112000000 -97000000 -97000000 -5000000 -5000000 1261000000 -3000000 756000000 756000000 1000000 -1000000 0 16000000 76000000 1124000000 1200000000 2000000 7000000 7000000 68000000 68000000 420000000 0 1187000000 -252000000 58000000 993000000 6000000 1643000000 18000000 1661000000 -7000000 -153000000 -3000000 -156000000 1000000 11000000 11000000 14000000 14000000 19000000 19000000 1499000000 -6000000 661000000 6000000 667000000 1927000000 47000000 67000000 2041000000 68000000 49000000 5399000000 5448000000 3000000 -4000000 -4000000 53000000 53000000 355000000 0 -5157000000 -458000000 0 -5615000000 0 1340000000 1340000000 107000000 107000000 -55000000 -55000000 -21000000 -21000000 4000000 4000000 1527000000 311000000 311000000 27000000 0 1915000000 1915000000 4000000 -58000000 20000000 -78000000 58000000 58000000 332000000 0 -6063000000 -271000000 0 -6334000000 0 Description of Business<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">YUM! Brands, Inc. and its Subsidiaries (collectively referred to herein as “YUM” or the “Company”) comprise the worldwide operations of KFC, Pizza Hut and Taco Bell (collectively the “Concepts”).  YUM has over </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>45,000</span></span><span style="font-family:inherit;font-size:10pt;"> units of which </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>60%</span></span><span style="font-family:inherit;font-size:10pt;"> are located outside the U.S. in more than </span><span style="font-family:inherit;font-size:10pt;"><span>135</span></span><span style="font-family:inherit;font-size:10pt;"> 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.”</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Through our widely-recognized Concepts, we develop, operate or franchise a system of both traditional and non-traditional quick service restaurants.  The terms "franchise" or "franchisee" within these Consolidated Financial Statements are meant to describe third parties that operate units under either franchise or license agreements. 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, convenient, 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 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.  </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, YUM consisted of three operating segments:  </span></div><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The KFC Division which includes our worldwide operations of the KFC concept</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Taco Bell Division which includes our worldwide operations of the Taco Bell concept </span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On October 31, 2016 (the “Distribution Date”), we completed the spin-off of our China business (the "Separation") into an independent, publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). On the Distribution Date, we distributed to each of our shareholders of record as of the close of business on October 19, 2016 (the “Record Date”) one share of Yum China common stock for each share of our Common Stock held as of the Record Date. The distribution was structured to be a tax free distribution to our U.S. shareholders for federal income tax purposes in the U.S. Yum China’s common stock trades on the New York Stock Exchange under the symbol “YUMC.” After the distribution, we do not beneficially own any shares of Yum China common stock.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>Concurrent with the Separation, a subsidiary of the Company entered into a Master License Agreement with a subsidiary of Yum China for the exclusive right to use and sublicense the use of intellectual property owned by YUM and its affiliates for the development and operation of KFC, Pizza Hut and Taco Bell restaurants in China. Prior to the Separation, our operations in mainland China were reported in our former China Division segment results. As a result of the Separation, the results of operations and cash flows of the separated business are presented as discontinued operations in our Consolidated Statements of Income and Consolidated Statements of Cash Flows for all periods presented. See additional information related to the impact of the Separation in Note 4. 45000 0.60 135 Summary of Significant Accounting Policies<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principles of Consolidation and Basis of Preparation.</span><span style="font-family:inherit;font-size:10pt;">  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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Our most significant variable interests are in entities that operate restaurants under our Concepts’ franchise and license arrangements.  We do not have an equity interest in any of our franchisee businesses.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees.  However, we do have variable interests in certain franchisees through real estate lease arrangements to which we are a party.  At the end of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, YUM has future lease payments due from franchisees, on a nominal basis, of approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$725 million</span></span><span style="font-family:inherit;font-size:10pt;">, and we are contingently liable on certain other lease agreements that have been assigned to franchisees. See the Lease Guarantees and Franchise Loan Pool and Equipment Guarantees sections in Note 20. As our franchise and license arrangements provide our franchisee 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">See Note 20 for additional information on our 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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We participate in various advertising cooperatives with our franchisees 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-owned and franchise restaurants and are generally based on a percentage 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.  Advertising cooperative 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.  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 Company as 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 with regard to these contributions.  Thus, we do not reflect franchisee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Fiscal Year.</span><span style="font-family:inherit;font-size:10pt;">  Our fiscal years have historically ended on the last Saturday in December and, as a result, a </span><span style="font-family:inherit;font-size:10pt;"><span>53</span></span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">rd</sup></span><span style="font-family:inherit;font-size:10pt;"> week was added every </span><span style="font-family:inherit;font-size:10pt;"><span>five or six</span></span><span style="font-family:inherit;font-size:10pt;"> years.  The first three quarters of each fiscal year consisted of </span><span style="font-family:inherit;font-size:10pt;"><span>12</span></span><span style="font-family:inherit;font-size:10pt;"> weeks and the fourth quarter consisted of </span><span style="font-family:inherit;font-size:10pt;"><span>16</span></span><span style="font-family:inherit;font-size:10pt;"> weeks in fiscal years with 52 weeks and </span><span style="font-family:inherit;font-size:10pt;"><span>17</span></span><span style="font-family:inherit;font-size:10pt;"> weeks in fiscal years with 53 weeks.  Our U.S. subsidiaries and certain international subsidiaries operated on similar fiscal calendars. Our remaining international subsidiaries operated on a monthly calendar, and thus never had a </span><span style="font-family:inherit;font-size:10pt;"><span>53</span></span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">rd</sup></span><span style="font-family:inherit;font-size:10pt;"> week, with two months in the first quarter, three months in the second and third quarters and four months in the fourth quarter.  Certain international subsidiaries within our KFC, Pizza Hut and Taco Bell divisions have historically closed approximately one month or one period earlier to facilitate consolidated reporting. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fiscal year 2016 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar. The 53</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">rd </sup></span><span style="font-family:inherit;font-size:10pt;">week added </span><span style="font-family:inherit;font-size:10pt;"><span>$76 million</span></span><span style="font-family:inherit;font-size:10pt;"> to Total revenues and </span><span style="font-family:inherit;font-size:10pt;"><span>$28 million</span></span><span style="font-family:inherit;font-size:10pt;"> to Operating Profit in our 2016 Consolidated Statement of Income.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On January 27, 2017, YUM’s Board of Directors approved a change in the Company's fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending December 31 of each year, commencing with the year ending December 31, 2017. In connection with this change, the Company moved from a 52-week periodic fiscal calendar with three 12-week interim quarters and a 16-week fourth quarter to a monthly reporting calendar with each quarter comprised of three months. Our U.S. subsidiaries continue to report on a period calendar as described above. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Concurrent with the change in the Company's fiscal year, we also eliminated the one month or one period reporting lags of our international subsidiaries. As a result of removing these reporting lags, each international subsidiary operates either on a monthly calendar consistent with the Company’s new calendar or on a periodic calendar consistent with our U.S. subsidiaries. We believe this change in our international subsidiary reporting calendars and the resulting elimination of reporting lags is preferable because a more current reporting calendar allows the Consolidated Financial Statements to more consistently and more timely reflect the impact of current events, economic conditions and global trends. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The change to the Company’s fiscal year and removal of the international reporting lags is effective in 2017. We have applied this change in accounting principle retrospectively to all prior financial periods presented and the impact of this change is summarized in Note 5. The impact of the change in accounting principle on the current period Consolidated Financial Statements is similar to the impact on the prior period results discussed in Note 5.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency.</span><span style="font-family:inherit;font-size:10pt;">  The functional currency of our foreign entities is the currency of the primary economic environment in which the entity operates. Functional currency determinations are made based upon a number of economic factors, including but not limited to cash flows and financing transactions. The operations, assets and liabilities of our entities outside the U.S. are initially measured using the functional currency of that entity. Income and expense accounts for our operations of these foreign entities are then translated into U.S. dollars at the average exchange rates prevailing during the period. Assets and liabilities of these foreign entities are then translated into U.S. dollars at exchange rates in effect at the balance sheet date. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, net cumulative translation adjustment losses of </span><span style="font-family:inherit;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;"><span>$174 million</span></span><span style="font-family:inherit;font-size:10pt;"> are recorded in Accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheet.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The majority of our foreign currency net asset exposure is in countries where we have Company-owned restaurants. As we manage and share resources at the individual brand level within a country, cumulative translation adjustments are recorded and tracked at the foreign-entity level that represents the operations of our individual brands within that country. Translation adjustments recorded in AOCI are subsequently recognized as income or expense generally only upon sale of the related investment in a foreign entity, or upon a sale of assets and liabilities within a foreign entity that represents a complete or substantially complete liquidation of that foreign entity. For purposes of determining whether a sale or complete or substantially complete liquidation of an investment in a foreign entity has occurred, we consider those same foreign entities for which we record and track cumulative translation adjustments. </span></div><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 Statements of Income.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Reclassifications. </span><span style="font-family:inherit;font-size:10pt;">We have reclassified certain items in the Consolidated Financial Statements for prior periods to be comparable with the classification for the fiscal year ended </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">. These reclassifications had no effect on previously reported Net Income, as restated.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Franchise Operations.</span><span style="font-family:inherit;font-size:10pt;">  We execute store-level franchise agreements for units operated by third parties which set out the terms of our arrangement with the franchisee. Our franchise agreements typically require the franchisee to pay an initial, non-refundable fee upon an individual store opening 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. Additionally, we execute master franchise agreements in certain regions that transfer administrative and development obligations and sub-franchising rights to a franchisee in exchange for reduced franchise fees.  </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The internal costs we incur to provide support services to our franchisees are charged to General and administrative expenses (“G&amp;A”) as incurred.  Certain direct costs of our franchise 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 marketing funding, amortization expense for franchise-related intangible assets, value added taxes on royalties and certain other direct incremental franchise support costs.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue Recognition.</span><span style="font-family:inherit;font-size:10pt;"> Revenues from Company-owned 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 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 as revenue when we have performed substantially all initial services required by the franchise agreement, which is generally upon the opening of a store.  We recognize continuing fees, which are based upon a percentage of franchisee sales as those sales occur and rental income is recognized as it is earned.  We recognize renewal fees when a renewal agreement with a franchisee becomes effective.  </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">While the majority of our franchise agreements are entered into with terms and conditions consistent with those at a prevailing market rate, there are instances when we enter into franchise agreements with terms that are not at market rates (for example, below-market continuing fees) for a specified period of time. We recognize the estimated value of terms in franchise agreements entered into concurrently with a refranchising transaction that are not consistent with market terms as part of the upfront Refranchising (gain) loss and amortize that amount into Franchise and license fees and income over the period such terms are in effect. The value of terms that are not considered to be at market within franchise agreements is estimated based upon the difference between the present value of the cash expected to be received under the franchise agreement and the present value of the cash that would have been expected to be received under a franchise agreement with terms substantially consistent with market.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Direct Marketing Costs.</span><span style="font-family:inherit;font-size:10pt;">  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are based on a percentage of sales.  We charge direct marketing costs incurred outside of a cooperative 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.  Our advertising expenses were </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$245 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$260 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$253 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively.  We report the majority of our direct marketing costs in Occupancy and other operating expenses as they are incurred as a percentage of sales by Company-owned restaurants. Advertising incurred on behalf of franchised restaurants is recorded within Franchise and license expenses, including </span><span style="font-family:inherit;font-size:10pt;"><span>$25 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the Pizza Hut U.S. Transformation Agreement and </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the KFC U.S. Acceleration Agreement in 2017. See Note 5 for further discussion of these agreements.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Research and Development Expenses.</span><span style="font-family:inherit;font-size:10pt;">  Research and development expenses, which we expense as incurred, are reported in G&amp;A.  Research and development expenses were </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$24 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$23 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Share-Based Employee Compensation.</span><span style="font-family:inherit;font-size:10pt;">  We recognize ongoing 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, net of an assumed forfeiture rate, for 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&amp;A. See Note 16 for further discussion of our share-based compensation plans.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Legal Costs. </span><span style="font-family:inherit;font-size:10pt;"> Settlement costs are accrued when they are deemed probable and reasonably 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 reasonably estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred. See Note 20 for further discussion of our legal proceedings.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Impairment or Disposal of Property, Plant and Equipment.</span><span style="font-family:inherit;font-size:10pt;">  Property, plant and equipment (“PP&amp;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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For purposes of impairment testing for our restaurants, we have concluded that an individual restaurant is the lowest level of independent cash flows unless it is more likely than not that we will refranchise restaurants as a group.  We review our long-lived assets of such individual restaurants (primarily PP&amp;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 royalties we would receive under a franchise agreement with terms substantially at market.  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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In executing our refranchising initiatives, we most often offer groups of restaurants for sale.  When we believe it is more likely than not 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 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.  Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including any impairment charges discussed above, and associated termination, relocation or retention costs associated with store-level employees of refranchised stores or employees of restaurant-support centers which we have closed due to refranchising. We recognize gains on restaurant refranchisings when the sale transaction closes and control of the restaurant operations have transferred to the franchisee.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Guarantees.</span><span style="font-family:inherit;font-size:10pt;">  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 are included in Refranchising (gain) loss.  Any 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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Taxes.  </span><span style="font-family:inherit;font-size:10pt;">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, capital 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 or carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Income tax provision 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">fifty percent</span><span style="font-family:inherit;font-size:10pt;"> likely of being realized upon settlement. We evaluate these amounts on a quarterly basis to ensure that they have been appropriately adjusted for audit settlements and other events we believe may impact the outcome. Changes in judgment that result in subsequent recognition, derecognition or a change in 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. We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries (except for the U.S. tax provided for as part of the Tax Act enacted on December 22, 2017, see Note 18) to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans and expected cash requirements in the U.S. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">See Note 18 for a further discussion of our income taxes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value Measurements.</span><span style="font-family:inherit;font-size:10pt;">  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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:93.75%;border-collapse:collapse;text-align:left;"><tr><td colspan="2"/></tr><tr><td style="width:12%;"/><td style="width:88%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 1</span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inputs based upon quoted prices in active markets for identical assets.</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 2</span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 3</span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inputs that are unobservable for the asset.</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cash and Cash Equivalents.</span><span style="font-family:inherit;font-size:10pt;">  Cash equivalents represent funds we have temporarily invested (with original maturities not exceeding three months), including short-term, highly liquid debt securities.</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;"> </span><span style="font-family:inherit;font-size:10pt;">Cash and overdraft balances that meet the criteria for right of setoff are presented net on our Consolidated Balance Sheet. </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables. </span><span style="font-family:inherit;font-size:10pt;"> The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise and lease agreements.  Trade receivables consisting of royalties from franchisees, including Yum China, are generally due within </span><span style="font-family:inherit;font-size:10pt;"><span>30 days</span></span><span style="font-family:inherit;font-size:10pt;"> of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on our Consolidated Balance Sheet.  Yum China is our largest franchisee and we recorded franchise fee revenues of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$260 million</span></span><span style="font-family:inherit;font-size:10pt;"> from Yum China in 2017. Our provision for uncollectible franchisee 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 record provisions for estimated losses on receivables when we believe it probable that our franchisees 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.  We recorded </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, less than </span><span style="font-family:inherit;font-size:10pt;"><span>$1 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;"> in net provisions within Franchise and license expenses in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively, related to uncollectible franchise and license trade receivables.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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;"> </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:72%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts and notes receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>384</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(19</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts and notes receivable, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>370</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, 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 record provisions for estimated losses on receivables when we believe it is probable that our franchisees 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, net while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$38 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$29 million</span></span><span style="font-family:inherit;font-size:10pt;"> (net of an allowance of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;">) at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;">, respectively.  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 historically been insignificant.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Inventories.  </span><span style="font-family:inherit;font-size:10pt;">We value our inventories at the lower of cost (computed on the first-in, first-out method) or market.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Property, Plant and Equipment.  </span><span style="font-family:inherit;font-size:10pt;">We state PP&amp;E 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:  </span><span style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>25</span></span><span style="font-family:inherit;font-size:10pt;"> years for buildings and leasehold improvements, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> years for machinery and equipment and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>7</span></span><span style="font-family:inherit;font-size:10pt;"> years for capitalized software costs.  We suspend depreciation and amortization on assets that are held for sale.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Leases and Leasehold Improvements.  </span><span style="font-family:inherit;font-size:10pt;">The Company leases land, buildings or both for certain of its restaurants and restaurant support centers worldwide.  The length of our 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">the use of the leased property.  Leasehold improvements 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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 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).</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Internal Development Costs and Abandoned Site Costs.</span><span style="font-family:inherit;font-size:10pt;">  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 it is probable 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&amp;A.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill and Intangible Assets.</span><span style="font-family:inherit;font-size:10pt;">  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 business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairment might exist.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, then the reporting unit’s fair value is compared to 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-owned restaurant 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.  </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.  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.  Appropriate adjustments are made if a franchise agreement includes terms that are determined to not be at prevailing market rates.  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-owned restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 an 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivative Financial Instruments.</span><span style="font-family:inherit;font-size:9pt;font-weight:bold;"> </span><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We record all derivative instruments on our Consolidated Balance Sheet at fair value. 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 AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument for a cash flow 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. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, 2017 and December 31, 2016, all of the counterparties to our interest rate swaps, foreign currency 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Common Stock Share Repurchases.  </span><span style="font-family:inherit;font-size:10pt;">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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, 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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, as an addition to Accumulated deficit.  Due to the large number of share repurchases of our stock over the past several years, our Common Stock balance is frequently zero at the end of any period.  Accordingly, </span><span style="font-family:inherit;font-size:10pt;"><span>$1,915 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$5,399 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1,124 million</span></span><span style="font-family:inherit;font-size:10pt;"> in share repurchases in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively, and </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to shares cancelled upon employee share-based award exercises in 2017 were recorded as an addition to Accumulated deficit. See Note 17 for additional information on our share repurchases.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Pension and Post-retirement Medical Benefits. </span><span style="font-family:inherit;font-size:10pt;">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, which is calculated on a plan-by-plan basis. The projected benefit obligation and related funded status are determined using assumptions as of the end of each year. 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 AOCI. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The net periodic benefit costs associated with the Company's defined benefit pension and post-retirement medical plans are determined using assumptions regarding the projected benefit obligation and, for funded plans, the market-related value of plan assets as of the beginning of each year, or remeasurement period, it applicable. We record the service cost component of net periodic benefit costs in G&amp;A. Non-service cost components are recorded in Other pension (income) expense. We have elected to use a market-related value of plan assets to calculate the expected return on assets, net of administrative and investment fees paid from plan assets, in net periodic benefit costs. We recognize differences in the fair value versus the market-related value of plan assets evenly over five years. For each individual plan we amortize into pension expense the net amounts in AOCI, as adjusted for the difference between the fair value and market-related value of plan assets, to the extent that such amounts exceed 10% of the greater of a plan’s projected benefit obligation or market-related value of assets, over the remaining service period of active participants in the plan or, for plans with no active participants, over the expected average life expectancy of the inactive participants in the plan. We record a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. We record a curtailment gain when the employees who are entitled to the benefits terminate their employment; we record a curtailment loss when it becomes probable a loss will occur.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We recognize settlement gains or losses only when we have determined that the cost of all settlements in a year will exceed the sum of the service and interest costs within an individual plan.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recent Accounting Pronouncements.</span><span style="font-family:inherit;font-size:10pt;"> The Financial Accounting Standards Board (“FASB”) has issued standards to provide principles within a single framework for revenue recognition of transactions involving contracts with customers across all industri</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">es. These standards are effective for the Company in our first quarter of 2018 and we will adopt the standards using the modified retrospective method. Upon adoption, we will record an increase in Total Shareholders’ Deficit of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$230 million</span></span><span style="font-family:inherit;font-size:10pt;"> on our Consolidated Balance Sheet, which includes the impact to deferred taxes from adopting the standards. We expect the adoption of the standards to negatively impact 2018 Operating Profit by approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$45 million</span></span><span style="font-family:inherit;font-size:10pt;">. Significant changes to the Company’s accounting policies are summarized below.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">These standards require that the transaction price received from customers be allocated to each separate and distinct performance obligation. The transaction price attributable to each separate and distinct performance obligation is then recognized as the performance obligations are satisfied. The services we provide related to upfront fees we receive from franchisees such as initial or renewal fees do not contain separate and distinct performance obligations from the franchise right and thus those upfront fees will be recognized as revenue over the term of each respective franchise agreement. We currently recognize upfront franchise fees such as initial and renewal fees when the related services have been provided, which is when a store opens for initial fees and when renewal options become effective for renewal fees. These standards require any unamortized portion of fees received prior to adoption be presented in our Consolidated Balance Sheet as a contract liability. Upon adoption we expect the recognition of unamortized upfront fees to increase Total Liabilities by approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$390 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Similarly, the benefits we receive from incentive payments we may make to our franchisees (e.g. equipment funding provided under the KFC U.S. Acceleration Agreement, see Note 5) are not separate and distinct from the benefits we receive from the franchise right and thus those incentive payments will be amortized as a reduction of revenue over the period of expected cash flows from the franchise agreements to which the payment relates. Currently, we recognize any payments made to franchisees within our Consolidated Statements of Income when we are obligated to make the payment. These standards require any such unamortized portion of payments prior to adoption to be presented in our Consolidated Balance Sheet as an asset. Upon adoption we expect the recognition of unamortized incentive payments to increase Total Assets by approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$140 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">These standards will also have an impact on transactions currently not included in our revenues and expenses such as franchisee contributions to and subsequent expenditures from advertising cooperatives that we are required to consolidate and other cost reimbursement arrangements we have with our franchisees. We do not currently include these contributions and expenditures in our Consolidated Statements of Income or Cash Flows. The new standards will impact the principal/agent determinations in these arrangements by superseding industry-specific guidance included in current GAAP. When we are the principal in these transactions we will include the related contributions and expenditures within our Consolidated Statements of Income and Cash Flows. As a result of this change, we expect the increase in both Total revenues and Total costs and expenses, net in 2018 will approximate </span><span style="font-family:inherit;font-size:10pt;"><span>$1.0 billion</span></span><span style="font-family:inherit;font-size:10pt;">, with no significant impact to Net Income. The assets and liabilities held by advertising cooperatives, which have historically been reported as Advertising cooperative assets, restricted and Advertising cooperative liabilities, respectively, will be included within the respective balance sheet caption to which the assets and liabilities relate. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">These standards will not impact the recognition of our two largest sources of revenue, sales in company-owned restaurants and sales-based continuing fees from franchisees. Additionally, the new standards will not impact the recognition of refranchising gains and losses as these transactions are divestitures of businesses and thus outside the scope of the standards. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We are evaluating the impact of the standards on our disclosures of the Company’s revenues. Further, we are currently implementing internal controls related to the recognition and presentation of the Company’s revenues under these new standards.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2016, the FASB issued guidance related to stock-based compensation which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including their income tax consequences, classification of awards as either equity or liabilities and</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span><span style="font-family:inherit;font-size:10pt;">classification on the statement of cash flows. We adopted this standard beginning with the quarter ended March 31, 2017. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The impact of adoption included the recognition of excess tax benefits within our income tax provision for share-based payments made of </span><span style="font-family:inherit;font-size:10pt;"><span>$117 million</span></span><span style="font-family:inherit;font-size:10pt;"> during the year ended December 31, 2017. Additionally, the standard requires these excess tax benefits be reported as operating activities in the Consolidated Statements of Cash Flows as opposed to within financing activities as they have been historically reported. We elected retrospective presentation of excess tax benefits as operating cash flows for prior years. As a result, </span><span style="font-family:inherit;font-size:10pt;"><span>$83 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$46 million</span></span><span style="font-family:inherit;font-size:10pt;"> of excess tax benefits previously presented as a financing activity have been reclassified to operating activities for the years ended December 31, 2016 and 2015, respectively, in our Consolidated Statements of Cash Flows. No other provisions of this standard had a material impact on the Company's Consolidated Financial Statements or disclosures.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost (collectively, "Benefit Costs"). The standard does not change the requirement that an employer report the service cost component of these Benefit Costs in the same line item or items as other compensation costs arising from services rendered by </span></div><span style="font-family:inherit;font-size:10pt;">employees during the period. However, the standard requires that the non-service components of these Benefit Costs be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. We early adopted the standard beginning with the quarter ended March 31, 2017, on a retrospective basis. As a result, for 2016 and 2015, we have reclassified </span><span style="font-family:inherit;font-size:10pt;"><span>$32 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span>, respectively, related to non-service components of Benefit Costs from their prior Financial Statement captions (Payroll and employee benefits and G&amp;A) into a new Financial Statement caption titled Other pension (income) expense in our Consolidated Statements of Income. The adoption of this standard does not impact Net Income. Principles of Consolidation and Basis of Preparation.<span style="font-family:inherit;font-size:10pt;">  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.</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Our most significant variable interests are in entities that operate restaurants under our Concepts’ franchise and license arrangements.  We do not have an equity interest in any of our franchisee businesses.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees.  However, we do have variable interests in certain franchisees through real estate lease arrangements to which we are a party.  At the end of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, YUM has future lease payments due from franchisees, on a nominal basis, of approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$725 million</span></span><span style="font-family:inherit;font-size:10pt;">, and we are contingently liable on certain other lease agreements that have been assigned to franchisees. See the Lease Guarantees and Franchise Loan Pool and Equipment Guarantees sections in Note 20. As our franchise and license arrangements provide our franchisee 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">See Note 20 for additional information on our 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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>We participate in various advertising cooperatives with our franchisees 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-owned and franchise restaurants and are generally based on a percentage 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.  Advertising cooperative 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.  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 Company as 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 with regard to these contributions.  Thus, we do not reflect franchisee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows. 725000000 Fiscal Year.<span style="font-family:inherit;font-size:10pt;">  Our fiscal years have historically ended on the last Saturday in December and, as a result, a </span><span style="font-family:inherit;font-size:10pt;"><span>53</span></span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">rd</sup></span><span style="font-family:inherit;font-size:10pt;"> week was added every </span><span style="font-family:inherit;font-size:10pt;"><span>five or six</span></span><span style="font-family:inherit;font-size:10pt;"> years.  The first three quarters of each fiscal year consisted of </span><span style="font-family:inherit;font-size:10pt;"><span>12</span></span><span style="font-family:inherit;font-size:10pt;"> weeks and the fourth quarter consisted of </span><span style="font-family:inherit;font-size:10pt;"><span>16</span></span><span style="font-family:inherit;font-size:10pt;"> weeks in fiscal years with 52 weeks and </span><span style="font-family:inherit;font-size:10pt;"><span>17</span></span><span style="font-family:inherit;font-size:10pt;"> weeks in fiscal years with 53 weeks.  Our U.S. subsidiaries and certain international subsidiaries operated on similar fiscal calendars. Our remaining international subsidiaries operated on a monthly calendar, and thus never had a </span><span style="font-family:inherit;font-size:10pt;"><span>53</span></span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">rd</sup></span><span style="font-family:inherit;font-size:10pt;"> week, with two months in the first quarter, three months in the second and third quarters and four months in the fourth quarter.  Certain international subsidiaries within our KFC, Pizza Hut and Taco Bell divisions have historically closed approximately one month or one period earlier to facilitate consolidated reporting. </span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fiscal year 2016 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar. The 53</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">rd </sup></span><span style="font-family:inherit;font-size:10pt;">week added </span><span style="font-family:inherit;font-size:10pt;"><span>$76 million</span></span><span style="font-family:inherit;font-size:10pt;"> to Total revenues and </span><span style="font-family:inherit;font-size:10pt;"><span>$28 million</span></span><span style="font-family:inherit;font-size:10pt;"> to Operating Profit in our 2016 Consolidated Statement of Income.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On January 27, 2017, YUM’s Board of Directors approved a change in the Company's fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending December 31 of each year, commencing with the year ending December 31, 2017. In connection with this change, the Company moved from a 52-week periodic fiscal calendar with three 12-week interim quarters and a 16-week fourth quarter to a monthly reporting calendar with each quarter comprised of three months. Our U.S. subsidiaries continue to report on a period calendar as described above. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Concurrent with the change in the Company's fiscal year, we also eliminated the one month or one period reporting lags of our international subsidiaries. As a result of removing these reporting lags, each international subsidiary operates either on a monthly calendar consistent with the Company’s new calendar or on a periodic calendar consistent with our U.S. subsidiaries. We believe this change in our international subsidiary reporting calendars and the resulting elimination of reporting lags is preferable because a more current reporting calendar allows the Consolidated Financial Statements to more consistently and more timely reflect the impact of current events, economic conditions and global trends. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>The change to the Company’s fiscal year and removal of the international reporting lags is effective in 2017. We have applied this change in accounting principle retrospectively to all prior financial periods presented and the impact of this change is summarized in Note 5. The impact of the change in accounting principle on the current period Consolidated Financial Statements is similar to the impact on the prior period results discussed in Note 5. 53 five or six 12 16 17 53 76000000 28000000 Foreign Currency.<span style="font-family:inherit;font-size:10pt;">  The functional currency of our foreign entities is the currency of the primary economic environment in which the entity operates. Functional currency determinations are made based upon a number of economic factors, including but not limited to cash flows and financing transactions. The operations, assets and liabilities of our entities outside the U.S. are initially measured using the functional currency of that entity. Income and expense accounts for our operations of these foreign entities are then translated into U.S. dollars at the average exchange rates prevailing during the period. Assets and liabilities of these foreign entities are then translated into U.S. dollars at exchange rates in effect at the balance sheet date. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, net cumulative translation adjustment losses of </span><span style="font-family:inherit;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;"><span>$174 million</span></span><span style="font-family:inherit;font-size:10pt;"> are recorded in Accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheet.</span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The majority of our foreign currency net asset exposure is in countries where we have Company-owned restaurants. As we manage and share resources at the individual brand level within a country, cumulative translation adjustments are recorded and tracked at the foreign-entity level that represents the operations of our individual brands within that country. Translation adjustments recorded in AOCI are subsequently recognized as income or expense generally only upon sale of the related investment in a foreign entity, or upon a sale of assets and liabilities within a foreign entity that represents a complete or substantially complete liquidation of that foreign entity. For purposes of determining whether a sale or complete or substantially complete liquidation of an investment in a foreign entity has occurred, we consider those same foreign entities for which we record and track cumulative translation adjustments. </span></div><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>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 Statements of Income. 174000000 Reclassifications. <span style="font-family:inherit;font-size:10pt;">We have reclassified certain items in the Consolidated Financial Statements for prior periods to be comparable with the classification for the fiscal year ended </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span>. These reclassifications had no effect on previously reported Net Income, as restated. Franchise Operations.<span style="font-family:inherit;font-size:10pt;">  We execute store-level franchise agreements for units operated by third parties which set out the terms of our arrangement with the franchisee. Our franchise agreements typically require the franchisee to pay an initial, non-refundable fee upon an individual store opening 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. Additionally, we execute master franchise agreements in certain regions that transfer administrative and development obligations and sub-franchising rights to a franchisee in exchange for reduced franchise fees.  </span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>The internal costs we incur to provide support services to our franchisees are charged to General and administrative expenses (“G&amp;A”) as incurred.  Certain direct costs of our franchise 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 marketing funding, amortization expense for franchise-related intangible assets, value added taxes on royalties and certain other direct incremental franchise support costs. Revenue Recognition.<span style="font-family:inherit;font-size:10pt;"> Revenues from Company-owned 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 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 as revenue when we have performed substantially all initial services required by the franchise agreement, which is generally upon the opening of a store.  We recognize continuing fees, which are based upon a percentage of franchisee sales as those sales occur and rental income is recognized as it is earned.  We recognize renewal fees when a renewal agreement with a franchisee becomes effective.  </span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>While the majority of our franchise agreements are entered into with terms and conditions consistent with those at a prevailing market rate, there are instances when we enter into franchise agreements with terms that are not at market rates (for example, below-market continuing fees) for a specified period of time. We recognize the estimated value of terms in franchise agreements entered into concurrently with a refranchising transaction that are not consistent with market terms as part of the upfront Refranchising (gain) loss and amortize that amount into Franchise and license fees and income over the period such terms are in effect. The value of terms that are not considered to be at market within franchise agreements is estimated based upon the difference between the present value of the cash expected to be received under the franchise agreement and the present value of the cash that would have been expected to be received under a franchise agreement with terms substantially consistent with market. Direct Marketing Costs.<span style="font-family:inherit;font-size:10pt;">  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are based on a percentage of sales.  We charge direct marketing costs incurred outside of a cooperative 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 </span><span style="font-family:inherit;font-size:10pt;">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.  Our advertising expenses were </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$245 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$260 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$253 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively.  We report the majority of our direct marketing costs in Occupancy and other operating expenses as they are incurred as a percentage of sales by Company-owned restaurants. Advertising incurred on behalf of franchised restaurants is recorded within Franchise and license expenses, including </span><span style="font-family:inherit;font-size:10pt;"><span>$25 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the Pizza Hut U.S. Transformation Agreement and </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span> related to the KFC U.S. Acceleration Agreement in 2017. See Note 5 for further discussion of these agreements. 245000000 260000000 253000000 25000000 20000000 Research and Development Expenses.<span style="font-family:inherit;font-size:10pt;">  Research and development expenses, which we expense as incurred, are reported in G&amp;A.  Research and development expenses were </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$24 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$23 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span><br/> 22000000 24000000 23000000 Share-Based Employee Compensation.  We recognize ongoing 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, net of an assumed forfeiture rate, for 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&amp;A. See Note 16 for further discussion of our share-based compensation plans. Legal Costs. <span style="font-family:inherit;font-size:10pt;"> Settlement costs are accrued when they are deemed probable and reasonably 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 reasonably estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred. See Note 20 for further discussion of our legal proceedings.</span><br/> Impairment or Disposal of Property, Plant and Equipment.<span style="font-family:inherit;font-size:10pt;">  Property, plant and equipment (“PP&amp;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.</span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For purposes of impairment testing for our restaurants, we have concluded that an individual restaurant is the lowest level of independent cash flows unless it is more likely than not that we will refranchise restaurants as a group.  We review our long-lived assets of such individual restaurants (primarily PP&amp;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 royalties we would receive under a franchise agreement with terms substantially at market.  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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In executing our refranchising initiatives, we most often offer groups of restaurants for sale.  When we believe it is more likely than not 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 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.  Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including any impairment charges discussed above, and associated termination, relocation or retention costs associated with store-level employees of refranchised stores or employees of restaurant-support centers which we have closed due to refranchising. We recognize gains on restaurant refranchisings when the sale transaction closes and control of the restaurant operations have transferred to the franchisee.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><br/> 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 are included in Refranchising (gain) loss.  Any 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.  <span style="font-family:inherit;font-size:10pt;">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, capital 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 or carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Income tax provision 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.</span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">fifty percent</span><span style="font-family:inherit;font-size:10pt;"> likely of being realized upon settlement. We evaluate these amounts on a quarterly basis to ensure that they have been appropriately adjusted for audit settlements and other events we believe may impact the outcome. Changes in judgment that result in subsequent recognition, derecognition or a change in 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. We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries (except for the U.S. tax provided for as part of the Tax Act enacted on December 22, 2017, see Note 18) to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans and expected cash requirements in the U.S. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">See Note 18 for a further discussion of our income taxes.</span></div><br/> Fair Value Measurements.<span style="font-family:inherit;font-size:10pt;">  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.</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:93.75%;border-collapse:collapse;text-align:left;"><tr><td colspan="2"/></tr><tr><td style="width:12%;"/><td style="width:88%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 1</span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inputs based upon quoted prices in active markets for identical assets.</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 2</span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 3</span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inputs that are unobservable for the asset.</span></div></td></tr></table></div> Cash and Cash Equivalents.<span style="font-family:inherit;font-size:10pt;">  Cash equivalents represent funds we have temporarily invested (with original maturities not exceeding three months), including short-term, highly liquid debt securities.</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;"> </span>Cash and overdraft balances that meet the criteria for right of setoff are presented net on our Consolidated Balance Sheet. Receivables. <span style="font-family:inherit;font-size:10pt;"> The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise and lease agreements.  Trade receivables consisting of royalties from franchisees, including Yum China, are generally due within </span><span style="font-family:inherit;font-size:10pt;"><span>30 days</span></span><span style="font-family:inherit;font-size:10pt;"> of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on our Consolidated Balance Sheet.  Yum China is our largest franchisee and we recorded franchise fee revenues of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$260 million</span></span><span style="font-family:inherit;font-size:10pt;"> from Yum China in 2017. Our provision for uncollectible franchisee 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 record provisions for estimated losses on receivables when we believe it probable that our franchisees 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.  We recorded </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, less than </span><span style="font-family:inherit;font-size:10pt;"><span>$1 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;"> in net provisions within Franchise and license expenses in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively, related to uncollectible franchise and license trade receivables.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.</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;"> </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:72%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts and notes receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>384</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(19</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts and notes receivable, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>370</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><span style="font-family:inherit;font-size:10pt;">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, 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 record provisions for estimated losses on receivables when we believe it is probable that our franchisees 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, net while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$38 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$29 million</span></span><span style="font-family:inherit;font-size:10pt;"> (net of an allowance of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;">) at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span>, respectively.  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 historically been insignificant. 30 days 260000000 5000000 1000000 6000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:72%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts and notes receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>384</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(19</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts and notes receivable, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>370</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 419000000 384000000 19000000 14000000 400000000 370000000 38000000 29000000 2000000 Inventories.  We value our inventories at the lower of cost (computed on the first-in, first-out method) or market. Property, Plant and Equipment.  <span style="font-family:inherit;font-size:10pt;">We state PP&amp;E 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:  </span><span style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>25</span></span><span style="font-family:inherit;font-size:10pt;"> years for buildings and leasehold improvements, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> years for machinery and equipment and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>7</span></span> years for capitalized software costs.  We suspend depreciation and amortization on assets that are held for sale. P5Y P25Y P3Y P20Y P3Y P7Y Leases and Leasehold Improvements.  <span style="font-family:inherit;font-size:10pt;">The Company leases land, buildings or both for certain of its restaurants and restaurant support centers worldwide.  The length of our 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 </span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">the use of the leased property.  Leasehold improvements 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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 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).</span></div><br/> Internal Development Costs and Abandoned Site Costs.<span style="font-family:inherit;font-size:10pt;">  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 it is probable 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&amp;A.</span><br/> Goodwill and Intangible Assets.<span style="font-family:inherit;font-size:10pt;">  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 business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions.</span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairment might exist.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, then the reporting unit’s fair value is compared to 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-owned restaurant 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.  </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.  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.  Appropriate adjustments are made if a franchise agreement includes terms that are determined to not be at prevailing market rates.  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-owned restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>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 an 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.<span style="font-family:inherit;font-size:9pt;font-weight:bold;"> </span><span style="font-family:inherit;font-size:10pt;">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.</span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We record all derivative instruments on our Consolidated Balance Sheet at fair value. 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 AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument for a cash flow 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. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>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, 2017 and December 31, 2016, all of the counterparties to our interest rate swaps, foreign currency 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. Common Stock Share Repurchases.  <span style="font-family:inherit;font-size:10pt;">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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, 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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, as an addition to Accumulated deficit.  Due to the large number of share repurchases of our stock over the past several years, our Common Stock balance is frequently zero at the end of any period.  Accordingly, </span><span style="font-family:inherit;font-size:10pt;"><span>$1,915 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$5,399 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1,124 million</span></span><span style="font-family:inherit;font-size:10pt;"> in share repurchases in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively, and </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span> related to shares cancelled upon employee share-based award exercises in 2017 were recorded as an addition to Accumulated deficit. See Note 17 for additional information on our share repurchases. 1915000000 5399000000 1124000000 20000000 Pension and Post-retirement Medical Benefits. <span style="font-family:inherit;font-size:10pt;">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, which is calculated on a plan-by-plan basis. The projected benefit obligation and related funded status are determined using assumptions as of the end of each year. 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 AOCI. </span><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The net periodic benefit costs associated with the Company's defined benefit pension and post-retirement medical plans are determined using assumptions regarding the projected benefit obligation and, for funded plans, the market-related value of plan assets as of the beginning of each year, or remeasurement period, it applicable. We record the service cost component of net periodic benefit costs in G&amp;A. Non-service cost components are recorded in Other pension (income) expense. We have elected to use a market-related value of plan assets to calculate the expected return on assets, net of administrative and investment fees paid from plan assets, in net periodic benefit costs. We recognize differences in the fair value versus the market-related value of plan assets evenly over five years. For each individual plan we amortize into pension expense the net amounts in AOCI, as adjusted for the difference between the fair value and market-related value of plan assets, to the extent that such amounts exceed 10% of the greater of a plan’s projected benefit obligation or market-related value of assets, over the remaining service period of active participants in the plan or, for plans with no active participants, over the expected average life expectancy of the inactive participants in the plan. We record a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. We record a curtailment gain when the employees who are entitled to the benefits terminate their employment; we record a curtailment loss when it becomes probable a loss will occur.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>We recognize settlement gains or losses only when we have determined that the cost of all settlements in a year will exceed the sum of the service and interest costs within an individual plan. 230000000 45000000 390000000 140000000 1000000000.0 117000000 83000000 46000000 32000000 40000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">Earnings Per Common Share (“EPS”)</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,340</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,018</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>926</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,340</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,643</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average common shares outstanding (for basic calculation)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>347</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>394</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effect of dilutive share-based employee compensation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>443</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.86</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.58</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.13</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.59</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.82</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.17</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.95</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.77</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.54</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.09</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.77</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.90</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.0</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.5</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div>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. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,340</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,018</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>926</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,340</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,643</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average common shares outstanding (for basic calculation)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>347</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>394</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effect of dilutive share-based employee compensation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>443</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.86</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.58</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.13</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.59</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.82</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.17</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.95</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.77</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.54</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.09</span></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.77</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.90</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.0</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.5</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div>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. 1340000000 1018000000 926000000 625000000 357000000 1340000000 1643000000 1283000000 347000000 394000000 435000000 8000000 6000000 8000000 355000000 400000000 443000000 3.86 2.58 2.13 1.59 0.82 3.86 4.17 2.95 3.77 2.54 2.09 1.56 0.81 3.77 4.10 2.90 2300000 5000000.0 4500000 Discontinued Operations<div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As discussed in Note 1, on October 31, 2016, the Company completed the Separation of our China business.</span></div><div style="line-height:120%;text-align:justify;text-indent:34px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the Separation, the Company and Yum China entered into a Separation and Distribution Agreement as well as various other agreements that provide a framework for the relationships between the parties, including among others a Tax Matters Agreement, an Employee Matters Agreement, a Transition Services Agreement and a Master License Agreement. These agreements provided for the allocation between the Company and Yum China of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Separation and govern certain relationships between the Company and Yum China after the Separation.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For all the periods prior to the Separation, the financial results of Yum China are presented as Income from discontinued operations, net of tax in the Consolidated Statements of Income and Cash flows from discontinued operations in our Consolidated Statements of Cash Flows.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The financial results of Yum China presented in discontinued operations reflect the results of the former China Division, an operating segment of the Company until the Separation, adjusted for the inclusion of certain G&amp;A, non-cash impairment charges, refranchising gains, interest and income taxes that were previously not allocated to but were related to the former China Division's historical results of operations. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Additionally, these financial results reflect a deduction for royalties on sales of KFC and Pizza Hut Company-owned stores in China that prior to the Separation were paid, pursuant to an intercompany franchise agreement, by an entity of Yum China to a Company entity. This royalty expense was not reflected in our China Division results that were presented prior to the Separation, </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">as it was then an intercompany transaction that was eliminated in consolidation, but has been reflected in our Company's discontinued operations as such royalty arrangement continued pursuant to the Master License Agreement. Additionally, our China Division results that were presented prior to the Separation have been adjusted to exclude the portion of the royalties paid by third-party franchisees in China that have historically and continue to be remitted to a Company entity. These adjustments to our previously presented China Division results in determining Income from discontinued operations, net of tax were offset by adjustments to our KFC and Pizza Hut Divisions' results such that there was no impact on total reported Net Income. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the financial results of the Company’s discontinued operations:</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,667</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,789</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>109</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company restaurant expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,766</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,913</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">G&amp;A expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(406</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(405</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(45</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(48</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closures and impairment expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(57</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(64</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Refranchising gain</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other income</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest income, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations before income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>571</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>526</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income tax benefit (provision)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(164</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations - including noncontrolling interests</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>636</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>362</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Income) loss from discontinued operations - noncontrolling interests</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:174%;padding-top:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes Yum China financial results from January 1, 2016 to October 31, 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes costs incurred to execute the Separation of </span><span style="font-family:inherit;font-size:10pt;"><span>$68 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2016, we recorded a tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$233 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Cash inflows from Yum China to the Company in 2017 and 2016, subsequent to the Separation, related to the Master License Agreement was </span><span style="font-family:inherit;font-size:10pt;"><span>$217 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$16 million</span></span>, respectively, net of taxes paid and primarily related to royalty revenues. The following table presents the financial results of the Company’s discontinued operations:<div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,667</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,789</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>109</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company restaurant expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,766</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,913</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">G&amp;A expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(406</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(405</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(45</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(48</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closures and impairment expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(57</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(64</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Refranchising gain</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other income</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest income, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations before income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>571</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>526</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income tax benefit (provision)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(164</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations - including noncontrolling interests</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>636</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>362</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Income) loss from discontinued operations - noncontrolling interests</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:174%;padding-top:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes Yum China financial results from January 1, 2016 to October 31, 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes costs incurred to execute the Separation of </span><span style="font-family:inherit;font-size:10pt;"><span>$68 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(d)</span></div><span style="font-family:inherit;font-size:10pt;">During 2016, we recorded a tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$233 million</span></span> related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation. 5667000000 6789000000 109000000 120000000 4766000000 5913000000 406000000 405000000 45000000 48000000 57000000 64000000 12000000 13000000 49000000 27000000 8000000 7000000 571000000 526000000 -65000000 164000000 636000000 362000000 11000000 5000000 625000000 357000000 68000000 9000000 -233000000 217000000 16000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">Items Affecting Comparability of Net Income and Cash Flows </span><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Tax Cuts and Jobs Act of 2017 (“Tax Act”)</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We recognized </span><span style="font-family:inherit;font-size:10pt;"><span>$434 million</span></span><span style="font-family:inherit;font-size:10pt;"> in our 2017 Income tax provision as a result of the December 22, 2017 enactment of the Tax Act. See Note 18 for a discussion of the charge.</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Refranchising (Gain) Loss</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Refranchising (gain) loss by reportable segment is presented below. Given the size and volatility of refranchising initiatives, our chief operating decision maker ("CODM") does not consider the impact of Refranchising (gain) loss when assessing segment performance. As such, we do not allocate such gains and losses to our segments for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the years ended December 31, 2017, 2016 and 2015, we refranchised </span><span style="font-family:inherit;font-size:10pt;"><span>1,470</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>432</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>270</span></span><span style="font-family:inherit;font-size:10pt;"> restaurants, respectively. We received </span><span style="font-family:inherit;font-size:10pt;"><span>$1,773 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$370 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$213 million</span></span><span style="font-family:inherit;font-size:10pt;"> in pre-tax proceeds in 2017, 2016 and 2015, respectively, related to these transactions. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A summary of Refranchising (gain) loss is as follows:</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="18"/></tr><tr><td style="width:25%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:5%;"/><td style="width:5%;"/><td style="width:19%;"/><td style="width:5%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Refranchising (gain) loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(581</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(44</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(48</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(486</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(65</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,083</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(163</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$58 million</span></span><span style="font-family:inherit;font-size:10pt;">. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$80 million</span></span><span style="font-family:inherit;font-size:10pt;"> representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span><span style="font-family:inherit;font-size:10pt;"> were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As a result of classifying restaurant and related assets as held-for-sale and ceasing depreciation expense as well as recording any related write-downs to fair value, depreciation expense was reduced versus what would have otherwise been recorded by </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> during the year ended December 31, 2017. Our CODM does not consider the impact of these depreciation reductions, which were recorded within Occupancy and other operating expenses when assessing segment performance. These depreciation reductions were not allocated to the Division segments resulting in depreciation expense continuing to be recorded within our Divisional results at the rate at which it was prior to the held-for-sale classification.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">YUM's Strategic Transformation Initiatives</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In October 2016, we announced our strategic transformation plans to drive global expansion of the KFC, Pizza Hut and Taco Bell brands ("YUM's Strategic Transformation Initiatives") following the then anticipated separation of our China business on October 31, 2016. Major features of the Company’s strategic transformation plans involve being more focused on the development of our three brands, increasing our franchise ownership and creating a leaner, more efficient cost structure. We incurred pre-tax costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$23 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$67 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to our Strategic Transformation Initiatives in 2017 and 2016, respectively. In 2017, these costs were primarily recorded in G&amp;A and included contract termination costs and relocation and severance costs for restaurant-support center employees. In 2016, these costs were primarily recorded in G&amp;A and included restaurant-support center employee severance costs, charges associated with a voluntary retirement program offered to certain U.S. restaurant-support center employees, consulting costs incurred to facilitate YUM's Strategic Transformation Initiatives, and losses associated with our sale of Corporate aircraft upon our decision to no longer own aircraft. YUM's Strategic Transformation Initiatives represent the continuation of YUM's transformation of its operating model and capital structure following the Separation and recapitalization of YUM. Due to the scope of the initiatives as well as their significance, our CODM does not consider the associated cost when assessing segment performance. As such, these costs are not being allocated to any of our segment operating results for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Modifications of Share-based Compensation Awards</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the Separation, we modified certain share-based compensation awards held as part of our Executive Income Deferral ("EID") Plan in phantom shares of YUM Common Stock to provide one phantom Yum China share-based award for each outstanding phantom YUM share-based award. These Yum China awards may now be settled in cash, as opposed to stock, which requires recognition of the fair value of these awards within G&amp;A in our Consolidated Income Statement. During 2017 and 2016, we recorded G&amp;A charges related to these awards of </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. Given these charges were a direct </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">result of the Separation, our CODM does not consider their impact when assessing segment performance. As such, these costs are not being allocated to any of our segment operating results for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Pizza Hut U.S. Transformation Agreement</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In May 2017, we reached an agreement with Pizza Hut U.S. franchisees that will improve brand marketing alignment, accelerate enhancements in operations and technology and includes a permanent commitment to incremental advertising and digital and technology contributions by franchisees. In connection with this agreement, we anticipate investing approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$90 million</span></span><span style="font-family:inherit;font-size:10pt;"> to upgrade restaurant equipment to improve operations, fund improvements in restaurant technology and enhance digital and e-commerce capabilities. We currently expect the majority of this investment will be split between 2017 and 2018. During 2017, we recorded pre-tax charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$31 million</span></span><span style="font-family:inherit;font-size:10pt;">, primarily within Franchise and license expenses or G&amp;A, and capitalized </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> of costs primarily related to digital and e-commerce initiatives. Due to their unique and long-term brand-building nature, our CODM does not consider the impact of these investments when assessing segment performance. As such, these investments are not being allocated to the Pizza Hut Division segment operating results for performance reporting purposes. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In addition to the investments above, we have agreed to fund </span><span style="font-family:inherit;font-size:10pt;"><span>$37.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> of incremental system advertising dollars from the second half of 2017 through 2018. During 2017, we incurred </span><span style="font-family:inherit;font-size:10pt;"><span>$25 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related incremental system advertising expense. These advertising amounts were recorded primarily in Franchise and license expenses and are included in Pizza Hut's segment operating results.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">KFC U.S. Acceleration Agreement</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2015, we reached an agreement with our KFC U.S. franchisees that gave us brand marketing control as well as an accelerated path to expanded menu offerings, improved assets and enhanced customer experience. In connection with this agreement we anticipate investing a total of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$130 million</span></span><span style="font-family:inherit;font-size:10pt;"> from 2015 through 2018 primarily to fund new back-of house equipment for franchisees and to provide incentives to accelerate franchisee store remodels. We recorded pre-tax charges for the portion of these investments made in 2017, 2016 and 2015 of </span><span style="font-family:inherit;font-size:10pt;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$26 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$72 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. These amounts were recorded primarily as Franchise and license expenses. These payments constitute a significant portion of the approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$140 million</span></span><span style="font-family:inherit;font-size:10pt;"> asset for incentive payments made to franchisees which we will establish upon adoption of the new revenue recognition standard in 2018 (see Note 2). Due to their size and unique long-term brand building nature, our CODM does not consider the impact of these investments when assessing segment performance. As such, these charges are not being allocated to the KFC Division segment operating results for performance reporting purposes. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In addition to the investments above, we agreed to fund </span><span style="font-family:inherit;font-size:10pt;"><span>$60 million</span></span><span style="font-family:inherit;font-size:10pt;"> of incremental system advertising. During 2017, 2016 and 2015, we incurred </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> in incremental system advertising expense, respectively, with the remaining funding of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> to occur in 2018. The incremental system advertising amounts recorded were primarily in Franchise and license expenses and are included in the KFC Division segment operating results. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Items Impacting Other Pension (Income) Expense</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2016, the Company allowed certain former employees with deferred vested balances in the YUM Retirement Plan ("the Plan") an opportunity to voluntarily elect an early payout of their pension benefits. As a result of settlement payments made of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$205 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to this program, all of which were funded from existing Plan assets, we recorded a settlement charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$24 million</span></span><span style="font-family:inherit;font-size:10pt;"> to Other pension (income) expense. Due to the size and non-recurring nature of the program, our CODM does not consider the impact of these charges when assessing performance so they were not allocated to any of our segment operating results for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the first quarter of 2017, as a result of the completion of a pension data review and reconciliation, we recorded a non-cash, out-of-year charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;"> to Other pension (income) expense to adjust our historical U.S. pension liability related to our deferred vested participants. Our CODM does not consider the impact of this charge when assessing segment performance given the number of years over which it accumulated. As such, this cost is not being allocated to any of our segment operating results for performance reporting purposes. See Note 15 for further discussion of our pension plans.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Store Closure and Impairment Activity</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs and Store impairment charges by reportable segment are presented below. </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store impairment charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closure and impairment (income) expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store impairment charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closure and impairment (income) expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store impairment charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closure and impairment (income) expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Impact of Change in Reporting Calendar </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As discussed in Note 2, we have changed our fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending on December 31 of each year commencing with the year ending December 31, 2017. We also removed the monthly or period reporting lags certain of our international subsidiaries historically used to report results. The impacts on our Consolidated Financial Statements of retrospectively applying these changes are included below:</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.05068226120858%;border-collapse:collapse;text-align:left;"><tr><td colspan="14"/></tr><tr><td style="width:50%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:4%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After Change in Reporting Calendar</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,366</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,650</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>994</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,018</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,619</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,643</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.06</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.04</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.06</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;padding-left:36px;text-indent:-36px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.05068226120858%;border-collapse:collapse;text-align:left;"><tr><td colspan="14"/></tr><tr><td style="width:50%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:4%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After Change in Reporting Calendar</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,440</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,418</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,402</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,394</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>936</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>926</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,293</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.02</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.09</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.92</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.02</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.90</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Primarily represents gains of </span><span style="font-family:inherit;font-size:10pt;"><span>$24 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the refranchising of certain international restaurants which occurred in December 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$32 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. See Note 2.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2016, the impact on our Consolidated Statement of Cash Flows was a decrease in cash provided by operating activities of </span><span style="font-family:inherit;font-size:10pt;"><span>$39 million</span></span><span style="font-family:inherit;font-size:10pt;">, a decrease in cash used in investing activities of </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;"> and a decrease in cash used in financing activities of </span><span style="font-family:inherit;font-size:10pt;"><span>$16 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2015, the impact on our Consolidated Statement of Cash Flows was an increase in cash used in investing activities of </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> and a decrease in cash used in financing activities of </span><span style="font-family:inherit;font-size:10pt;"><span>$16 million</span></span><span style="font-family:inherit;font-size:10pt;">. There was no impact to cash provided by operating activities.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Our Shareholders' Equity, as of December 31, 2014, increased </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span> as a result of the change in reporting calendar. 434000000 Refranchising (Gain) Loss<div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Refranchising (gain) loss by reportable segment is presented below. Given the size and volatility of refranchising initiatives, our chief operating decision maker ("CODM") does not consider the impact of Refranchising (gain) loss when assessing segment performance. As such, we do not allocate such gains and losses to our segments for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the years ended December 31, 2017, 2016 and 2015, we refranchised </span><span style="font-family:inherit;font-size:10pt;"><span>1,470</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>432</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>270</span></span><span style="font-family:inherit;font-size:10pt;"> restaurants, respectively. We received </span><span style="font-family:inherit;font-size:10pt;"><span>$1,773 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$370 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$213 million</span></span><span style="font-family:inherit;font-size:10pt;"> in pre-tax proceeds in 2017, 2016 and 2015, respectively, related to these transactions. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A summary of Refranchising (gain) loss is as follows:</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="18"/></tr><tr><td style="width:25%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:5%;"/><td style="width:5%;"/><td style="width:19%;"/><td style="width:5%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Refranchising (gain) loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(581</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(44</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(48</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(486</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(65</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,083</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(163</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$58 million</span></span><span style="font-family:inherit;font-size:10pt;">. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$80 million</span></span><span style="font-family:inherit;font-size:10pt;"> representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span><span style="font-family:inherit;font-size:10pt;"> were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As a result of classifying restaurant and related assets as held-for-sale and ceasing depreciation expense as well as recording any related write-downs to fair value, depreciation expense was reduced versus what would have otherwise been recorded by </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> during the year ended December 31, 2017. Our CODM does not consider the impact of these depreciation reductions, which were recorded within Occupancy and other operating expenses when assessing segment performance. These depreciation reductions were not allocated to the Division segments resulting in depreciation expense continuing to be recorded within our Divisional results at the rate at which it was prior to the held-for-sale classification.</span></div><br/> 1470 432 270 1773000000 370000000 213000000 581000000 44000000 -32000000 16000000 48000000 -56000000 486000000 71000000 65000000 1083000000 163000000 -23000000 -58000000 -80000000 -40000000 -10000000 23000000 67000000 18000000 30000000 90000000 31000000 8000000 37500000 25000000 130000000 17000000 26000000 72000000 140000000 60000000 20000000 20000000 10000000 10000000 205000000 -24000000 22000000 Store Closure and Impairment Activity<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs and Store impairment charges by reportable segment are presented below. </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store impairment charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closure and impairment (income) expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store impairment charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closure and impairment (income) expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store impairment charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Closure and impairment (income) expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016.</span></div></td></tr></table><br/> 0 0 -1000000 -1000000 2000000 1000000 1000000 4000000 2000000 1000000 0 3000000 3000000 -5000000 0 -2000000 8000000 6000000 3000000 17000000 11000000 1000000 3000000 15000000 1000000 -1000000 -1000000 -1000000 8000000 5000000 4000000 17000000 9000000 4000000 3000000 16000000 The impacts on our Consolidated Financial Statements of retrospectively applying these changes are included below:<div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.05068226120858%;border-collapse:collapse;text-align:left;"><tr><td colspan="14"/></tr><tr><td style="width:50%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:4%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After Change in Reporting Calendar</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,366</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,650</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>994</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,018</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,619</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,643</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.06</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.04</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.06</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;padding-left:36px;text-indent:-36px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.05068226120858%;border-collapse:collapse;text-align:left;"><tr><td colspan="14"/></tr><tr><td style="width:50%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:4%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After Change in Reporting Calendar</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,440</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,418</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,402</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,394</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>936</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>926</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,293</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.02</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.09</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted EPS</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.92</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.02</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.90</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Primarily represents gains of </span><span style="font-family:inherit;font-size:10pt;"><span>$24 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the refranchising of certain international restaurants which occurred in December 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div><span style="font-family:inherit;font-size:10pt;">Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$32 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span>, respectively. See Note 2. 6366000000 -10000000 6356000000 1625000000 25000000 1650000000 994000000 24000000 1018000000 625000000 0 625000000 1619000000 24000000 1643000000 2.48 0.06 2.54 1.56 0 1.56 4.04 0.06 4.10 6440000000 -22000000 6418000000 1402000000 -8000000 1394000000 936000000 -10000000 926000000 357000000 0 357000000 1293000000 -10000000 1283000000 2.11 -0.02 2.09 0.81 0 0.81 2.92 -0.02 2.90 24000000 32000000 40000000 39000000 20000000 16000000 10000000 16000000 9000000 Supplemental Cash Flow Data<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash Paid For:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>442</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>297</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>141</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>346</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>314</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>392</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Significant Non-Cash Investing and Financing Activities:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital lease obligations incurred</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital lease and other debt obligations transferred through refranchising</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(35</span></span></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash and cash equivalents as presented in Consolidated Balance Sheets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,522</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>725</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>345</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash included in Prepaid expenses and other current assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash included in Other assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash, Cash Equivalents and Restricted Cash as presented in Consolidated Statements of Cash Flows</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,599</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>831</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>365</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div>Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash Paid For:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>442</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>297</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>141</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>346</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>314</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>392</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Significant Non-Cash Investing and Financing Activities:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital lease obligations incurred</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital lease and other debt obligations transferred through refranchising</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(35</span></span></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash and cash equivalents as presented in Consolidated Balance Sheets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,522</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>725</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>345</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash included in Prepaid expenses and other current assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash included in Other assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash, Cash Equivalents and Restricted Cash as presented in Consolidated Statements of Cash Flows</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,599</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>831</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>365</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div>Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements. 442000000 297000000 141000000 346000000 314000000 392000000 8000000 10000000 26000000 -35000000 -1000000 0 1522000000 725000000 345000000 60000000 55000000 0 17000000 51000000 20000000 1599000000 831000000 365000000 Franchise and License Fees and Income<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Initial fees, including renewal fees</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>96</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Continuing fees and rental income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,210</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,095</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,011</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,306</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,167</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,082</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Initial fees, including renewal fees</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>96</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Continuing fees and rental income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,210</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,095</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,011</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,306</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,167</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,082</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 96000000 72000000 71000000 2210000000 2095000000 2011000000 2306000000 2167000000 2082000000 Other (Income) Expense<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign exchange net (gain) loss and other </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss associated with corporate aircraft</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other (income) expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div>During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign exchange net (gain) loss and other </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss associated with corporate aircraft</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other (income) expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft. </span></div></td></tr></table><br/> 5000000 -6000000 20000000 -2000000 -9000000 0 -7000000 -3000000 -20000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">Supplemental Balance Sheet Information</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Prepaid Expenses and Other Current Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income tax receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>175</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets held for sale</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other prepaid expenses and current assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>159</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>135</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>371</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>236</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017. </span></div></td></tr></table><div style="line-height:120%;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Property, Plant and Equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>452</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>438</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Buildings and improvements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,661</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,149</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital leases, primarily buildings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>123</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>141</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Machinery and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>941</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,380</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated depreciation and amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,480</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,995</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,697</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,113</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Depreciation and amortization expense related to PP&amp;E was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$238 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$295 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$302 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Accounts Payable and Other Current Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>119</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued capital expenditures</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued compensation and benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>252</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>106</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued taxes, other than income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other current liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>331</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>342</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other current liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>813</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,067</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Prepaid Expenses and Other Current Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income tax receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>175</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets held for sale</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other prepaid expenses and current assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>159</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>135</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>371</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>236</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017. </span></div></td></tr></table><br/> 175000000 44000000 37000000 57000000 159000000 135000000 371000000 236000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Property, Plant and Equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>452</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>438</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Buildings and improvements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,661</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,149</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital leases, primarily buildings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>123</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>141</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Machinery and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>941</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,380</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated depreciation and amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,480</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,995</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,697</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,113</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 452000000 438000000 1661000000 2149000000 123000000 141000000 941000000 1380000000 3177000000 4108000000 1480000000 1995000000 1697000000 2113000000 238000000 295000000 302000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Accounts Payable and Other Current Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>119</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued capital expenditures</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued compensation and benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>252</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>106</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued taxes, other than income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other current liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>331</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>342</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other current liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>813</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,067</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 119000000 142000000 21000000 39000000 252000000 372000000 0 106000000 90000000 66000000 331000000 342000000 813000000 1067000000 Goodwill and Intangible Assets<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The changes in the carrying amount of goodwill are as follows:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31, 2015</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>206</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>585</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>189</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>568</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals and other, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31, 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>268</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>111</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>268</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>157</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>111</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>536</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals and other, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;text-indent:0px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31, 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>247</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>179</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>103</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>529</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>247</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>103</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>512</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible assets, net for the years ended </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> are as follows:</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross Carrying Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated Amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross Carrying Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated Amortization</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Definite-lived intangible assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reacquired franchise rights</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(42</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(49</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise contract rights</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(77</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>99</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease tenancy rights</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(25</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>229</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(150</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(154</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Indefinite-lived intangible assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC trademark</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization expense for all definite-lived intangible assets was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$12 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">.  Amortization expense for definite-lived intangible assets is expected to approximate </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$7 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2018, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$7 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2019, </span><span style="font-family:inherit;font-size:10pt;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2020, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2021 and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2022. </span></div><br/> The changes in the carrying amount of goodwill are as follows:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Worldwide</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31, 2015</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>206</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>585</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>189</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>568</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals and other, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31, 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>268</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>111</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>268</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>157</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>111</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>536</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals and other, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;text-indent:0px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31, 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>247</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>179</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>103</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>529</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>247</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>103</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>512</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising.</span></div></td></tr></table><br/> 266000000 206000000 113000000 585000000 0 17000000 0 17000000 266000000 189000000 113000000 568000000 2000000 -32000000 -2000000 -32000000 268000000 174000000 111000000 553000000 0 17000000 0 17000000 268000000 157000000 111000000 536000000 -21000000 5000000 -8000000 -24000000 247000000 179000000 103000000 529000000 0 17000000 0 17000000 247000000 162000000 103000000 512000000 Intangible assets, net for the years ended <span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> are as follows:</span><span style="font-family:inherit;font-size:10pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross Carrying Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated Amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross Carrying Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated Amortization</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Definite-lived intangible assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reacquired franchise rights</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(42</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(49</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise contract rights</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(77</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>99</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease tenancy rights</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(25</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>229</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(150</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(154</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Indefinite-lived intangible assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC trademark</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div> 60000000 42000000 83000000 49000000 100000000 77000000 99000000 73000000 32000000 6000000 56000000 9000000 37000000 25000000 36000000 23000000 229000000 150000000 274000000 154000000 31000000 31000000 10000000 12000000 13000000 7000000 7000000 6000000 6000000 6000000 Short-term Borrowings and Long-term Debt<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Short-term Borrowings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current maturities of long-term debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>386</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>386</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less current portion of debt issuance costs and discounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Short-term borrowings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>375</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-term Debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Securitization Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,271</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,294</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Subsidiary Senior Unsecured Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,850</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan A Facility</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan B Facility</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,990</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">YUM Senior Unsecured Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital lease obligations (See Note 12)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>105</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,901</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,204</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less debt issuance costs and discounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(86</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(79</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less current maturities of long-term debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(386</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(66</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-term debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,059</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;text-decoration:underline;">Securitization Notes </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 11, 2016 Taco Bell Funding, LLC (the “Issuer”), a newly formed, special purpose limited liability company and a direct, wholly-owned subsidiary of Taco Bell Corp. ("TBC") completed a securitization transaction and issued </span><span style="font-family:inherit;font-size:10pt;"><span>$800 million</span></span><span style="font-family:inherit;font-size:10pt;"> of its Series 2016-1 </span><span style="font-family:inherit;font-size:10pt;"><span>3.832%</span></span><span style="font-family:inherit;font-size:10pt;"> Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”), </span><span style="font-family:inherit;font-size:10pt;"><span>$500 million</span></span><span style="font-family:inherit;font-size:10pt;"> of its Series 2016-1 </span><span style="font-family:inherit;font-size:10pt;"><span>4.377%</span></span><span style="font-family:inherit;font-size:10pt;"> Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes”) and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.0 billion</span></span><span style="font-family:inherit;font-size:10pt;"> of its Series 2016-1 </span><span style="font-family:inherit;font-size:10pt;"><span>4.970%</span></span><span style="font-family:inherit;font-size:10pt;"> Fixed Rate Senior Secured Notes, Class A-2-III (the “Class A-2-III Notes” and, together with the Class A-2-I Notes and the Class A-2-II Notes, the “Class A-2 Notes”).  In connection with the issuance of the Class A-2 Notes, the Issuer also entered into a revolving financing facility of Series 2016-1 Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the borrowing of up to </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> and the issuance of up to </span><span style="font-family:inherit;font-size:10pt;"><span>$50 million</span></span><span style="font-family:inherit;font-size:10pt;"> in letters of credit.  The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “Securitization Notes”.  The Class A-2 Notes were issued under a Base Indenture, dated as of May 11, 2016 (the “Base Indenture”), and the related Series 2016-1 Supplement thereto, dated as of May 11, 2016 (the “Series 2016-1 Supplement”).  The Base Indenture and the Series 2016-1 Supplement (collectively, the “Indenture”) allow the Issuer to issue additional series of notes. On October 16, 2017, the Issuer terminated the Variable Funding Notes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Securitization Notes were issued in a transaction pursuant to which certain of TBC’s domestic assets, consisting principally of franchise-related agreements and domestic intellectual property, were contributed to the Issuer and the Issuer’s special purpose, wholly-owned subsidiaries (the “Guarantors”, and collectively with the Issuer, the "Securitization Entities") to secure the Securitization Notes. The Securitization Notes are secured by substantially all of the assets of the Securitization Entities, and include a lien on all existing and future U.S. Taco Bell franchise and license agreements and the royalties payable thereunder, existing and future U.S. Taco Bell intellectual property, certain transaction accounts and a pledge of the equity interests in asset-owning Securitization Entities. The remaining U.S. Taco Bell assets that were excluded from the transfers to the Securitization Entities continue to be held by Taco Bell of America, LLC, a limited liability company ("TBA") and TBC. The Securitization Notes are not guaranteed by the remaining U.S. Taco Bell assets, the Company, or any other subsidiary of the Company.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Payments of interest and principal on the Securitization Notes are made from the royalty fees paid pursuant to the franchise and license agreements with all U.S. Taco Bell restaurants, including both company and franchise operated restaurants. Interest on and principal payments of the Class A-2 Notes are due on a </span><span style="font-family:inherit;font-size:10pt;"><span>quarterly</span></span><span style="font-family:inherit;font-size:10pt;"> basis. In general, </span><span style="font-family:inherit;font-size:10pt;"><span>no amortization of principal of the Class A-2 Notes is required prior to their anticipated repayment dates</span></span><span style="font-family:inherit;font-size:10pt;"> unless </span><span style="font-family:inherit;font-size:10pt;"><span>as of any quarterly measurement date the consolidated leverage ratio (the ratio of total debt to Net Cash Flow (as defined in the Indenture)) for the preceding four fiscal quarters of either the Company and its subsidiaries or the Issuer and its subsidiaries exceeds 5.0:1, in which case amortization payments of 1% per year of the outstanding principal as of the closing of the Securitization Notes is required. As of the most recent quarterly measurement date the consolidated leverage ratio exceeded 5.0:1 and, as a result, amortization payments are required.</span></span><span style="font-family:inherit;font-size:10pt;"> The legal final maturity </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">date of the Notes is in May 2046, but the anticipated repayment dates of the Class A-2-I Notes, the Class A-2-II Notes and the Class A-2-III Notes will be </span><span style="font-family:inherit;font-size:10pt;"><span>4</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>7</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> years, respectively (the “Anticipated Repayment Dates”) from the date of issuance.  If the Issuer has not repaid or refinanced a series of Class A-2 Notes prior to its respective Anticipated Repayment Dates, rapid amortization of principal on all Securitization Notes will occur and additional interest will accrue on the Class A-2 Notes, as stated in the Indenture. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company paid debt issuance costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$31 million</span></span><span style="font-family:inherit;font-size:10pt;"> in connection with the 2016 issuance of the Securitization Notes. The debt issuance costs are being amortized to Interest expense, net through the Anticipated Repayment Dates of the Securitization Notes utilizing the effective interest rate method. As of December 31, 2017, the effective interest rates, including the amortization of debt issuance costs, were </span><span style="font-family:inherit;font-size:10pt;"><span>4.18%</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>4.59%</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>5.14%</span></span><span style="font-family:inherit;font-size:10pt;"> for the Class A-2-I Notes, Class A-2-II Notes and Class A-2-III Notes, respectively. During 2017, </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> of unamortized debt issuance costs were recognized within Interest expense, net due to the termination of the Variable Funding Notes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be available to make required interest payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments relating to taxes, enforcement costs and other customary items and (iv) covenants relating to recordkeeping, access to information and similar matters. The Securitization Notes are also subject to rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated </span><span style="font-family:inherit;font-size:10pt;"><span>debt service coverage ratio (as defined in the Indenture) of at least 1.1:1</span></span><span style="font-family:inherit;font-size:10pt;">, gross domestic sales for branded restaurants being below certain levels on certain measurement dates, a manager termination event, an event of default and the failure to repay or refinance the Class A-2 Notes on the Anticipated Repayment Date (subject to limited cure rights). </span><span style="font-family:inherit;font-size:10pt;"><span>The Securitization Notes are also subject to certain customary events of default, including events relating to non-payment of required interest or principal due on the Securitization Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and failure of the Securitization Entities to maintain a stated debt service coverage ratio</span></span><span style="font-family:inherit;font-size:10pt;">. </span><span style="font-family:inherit;font-size:10pt;"><span>As of December 31, 2017, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders, and are restricted in their use. The Indenture requires a certain amount of securitization cash flow collections to be allocated on a weekly basis and maintained in a cash reserve account. As of December 31, 2017, the Company had restricted cash of </span><span style="font-family:inherit;font-size:10pt;"><span>$60 million</span></span><span style="font-family:inherit;font-size:10pt;"> primarily related to required interest reserves included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the Securitization Entities. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Additional cash reserves are required if any of the rapid amortization events occur, as noted above, or in the event that as of any quarterly measurement date the Securitization Entities fail to maintain a </span><span style="font-family:inherit;font-size:10pt;"><span>debt service coverage ratio (or the ratio of Net Cash Flow to all debt service payments for the preceding four fiscal quarters) of at least 1.75:1</span></span><span style="font-family:inherit;font-size:10pt;">. The amount of weekly securitization cash flow collections that exceed the required weekly allocations is generally remitted to the Company. </span><span style="font-family:inherit;font-size:10pt;"><span>During the quarter ended December 31, 2017, the Securitization Entities maintained a debt service coverage ratio significantly in excess of the 1.75:1 requirement</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;text-decoration:underline;">Credit Facilities and Subsidiary Senior Unsecured Notes</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On June 16, 2016, KFC Holding Co., Pizza Hut Holdings, LLC, a limited liability company, and TBA, each of which is a wholly-owned subsidiary of the Company, as co-borrowers (the "Borrowers"), entered into a credit agreement providing for senior secured credit facilities consisting of a </span><span style="font-family:inherit;font-size:10pt;"><span>$500 million</span></span><span style="font-family:inherit;font-size:10pt;"> Term Loan A facility (the “Term Loan A Facility"), a </span><span style="font-family:inherit;font-size:10pt;"><span>$2.0 billion</span></span><span style="font-family:inherit;font-size:10pt;"> Term Loan B facility (the “Term Loan B Facility”) and a </span><span style="font-family:inherit;font-size:10pt;"><span>$1.0 billion</span></span><span style="font-family:inherit;font-size:10pt;"> revolving facility (the “Revolving Facility”), each of which may be increased subject to certain conditions. The Term Loan A Facility, the Term Loan B Facility, and the Revolving Facility are collectively referred to as the "Credit Agreement". There are no outstanding borrowings under the Revolving Facility and </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> of letters of credit outstanding as of December 31, 2017.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Term Loan A Facility was originally subject to </span><span style="font-family:inherit;font-size:10pt;"><span>quarterly</span></span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;"><span>amortization payments beginning one full fiscal quarter after the first anniversary of the closing date</span></span><span style="font-family:inherit;font-size:10pt;">, in an amount equal to </span><span style="font-family:inherit;font-size:10pt;"><span>1.25%</span></span><span style="font-family:inherit;font-size:10pt;"> of the initial principal amount of the facility, in each of the second and third years of the facility; in an amount equal to </span><span style="font-family:inherit;font-size:10pt;"><span>1.875%</span></span><span style="font-family:inherit;font-size:10pt;"> of the initial principal amount of the facility, in the fourth year of the facility; and in an amount equal to </span><span style="font-family:inherit;font-size:10pt;"><span>3.75%</span></span><span style="font-family:inherit;font-size:10pt;"> of the initial principal amount of the facility, in the fifth year of the facility, with the balance payable at maturity on the fifth anniversary of the closing date. (Subsequently, this amortization schedule was delayed by approximately one year and the maturity date was extended to June 7, 2022 as a result of the Term Loan A repricing in 2017. See </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">below.) The Term Loan B Facility is subject to </span><span style="font-family:inherit;font-size:10pt;"><span>quarterly</span></span><span style="font-family:inherit;font-size:10pt;"> amortization payments in an amount equal to </span><span style="font-family:inherit;font-size:10pt;"><span>0.25%</span></span><span style="font-family:inherit;font-size:10pt;"> of the initial principal amount of the facility, with the balance payable at maturity on the seventh anniversary of the closing date.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On March 21, 2017, the Borrowers completed the repricing of the then existing </span><span style="font-family:inherit;font-size:10pt;"><span>$1.99 billion</span></span><span style="font-family:inherit;font-size:10pt;"> under the Term Loan B Facility pursuant to an amendment to the Credit Agreement. The amendment reduces the interest rate applicable to the Term Loan B Facility by </span><span style="font-family:inherit;font-size:10pt;"><span>75</span></span><span style="font-family:inherit;font-size:10pt;"> basis points to LIBOR plus</span><span style="font-family:inherit;font-size:10pt;"><span>2.00%</span></span><span style="font-family:inherit;font-size:10pt;"> or Base Rate plus</span><span style="font-family:inherit;font-size:10pt;"><span>1.00%</span></span><span style="font-family:inherit;font-size:10pt;">, at the Borrower’s election, with an additional rate stepdown to LIBOR plus </span><span style="font-family:inherit;font-size:10pt;"><span>1.75%</span></span><span style="font-family:inherit;font-size:10pt;"> or Base Rate plus </span><span style="font-family:inherit;font-size:10pt;"><span>0.75%</span></span><span style="font-family:inherit;font-size:10pt;"> in the event the secured net leverage ratio (as defined in the Credit Agreement) is less than 1 to 1. As a result of repricing the Term Loan B Facility, </span><span style="font-family:inherit;font-size:10pt;"><span>$192 million</span></span><span style="font-family:inherit;font-size:10pt;"> in principal was assigned to new lenders or existing lenders electing to increase their holdings in the loan. The maturity date and all other material provisions under the Credit Agreement remained unchanged as a result of this amendment.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On June 7, 2017, the Borrowers completed the repricing of the existing </span><span style="font-family:inherit;font-size:10pt;"><span>$500 million</span></span><span style="font-family:inherit;font-size:10pt;"> under the Term Loan A Facility and </span><span style="font-family:inherit;font-size:10pt;"><span>$1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> under the Revolving Facility pursuant to an amendment to the Credit Agreement. The amendment reduced the interest rate applicable to the Term Loan A Facility and for borrowings under the Revolving Facility by </span><span style="font-family:inherit;font-size:10pt;"><span>75</span></span><span style="font-family:inherit;font-size:10pt;"> basis points. Subsequent to the repricing the interest rate ranges from </span><span style="font-family:inherit;font-size:10pt;"><span>1.25%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>1.75%</span></span><span style="font-family:inherit;font-size:10pt;"> plus LIBOR or from </span><span style="font-family:inherit;font-size:10pt;"><span>0.25%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>0.75%</span></span><span style="font-family:inherit;font-size:10pt;"> plus the Base Rate, at the Borrower’s election, based upon the total net leverage ratio of the Borrowers and the Specified Guarantors (as defined in the Credit Agreement). As a result of repricing the Term Loan A Facility, </span><span style="font-family:inherit;font-size:10pt;"><span>$146 million</span></span><span style="font-family:inherit;font-size:10pt;"> in principal was assigned to new lenders or existing lenders electing to increase their holdings in the loan. There was no change in lender participation in the Revolving Facility. The maturity date for the Term Loan A Facility and the Revolving Facility has been extended to June 7, 2022. Amortization payments on the Term Loan A Facility will begin one full fiscal quarter after the first anniversary of the amendment effective date, which delays the original amortization schedule by approximately one year. All other material provisions under the Credit Agreement remained unchanged.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Credit Agreement is unconditionally guaranteed by the Company and certain of the Borrowers’ principal domestic subsidiaries and excludes Taco Bell Funding LLC and its special purpose, wholly-owned subsidiaries (see above). The Credit Agreement is also secured by first priority liens on substantially all assets of the Borrowers and each subsidiary guarantor, excluding the stock of certain subsidiaries and certain real property, and subject to other customary exceptions. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>The Credit Agreement is subject to certain mandatory prepayments, including an amount equal to 50% of excess cash flow (as defined in the Credit Agreement) on an annual basis and the proceeds of certain asset sales, casualty events and issuances of indebtedness, subject to customary exceptions and reinvestment rights. </span></span><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Credit Agreement includes two financial maintenance covenants which </span><span style="font-family:inherit;font-size:10pt;"><span>require the Borrowers to maintain a total leverage ratio (defined as the ratio of Consolidated Total Debt to Consolidated EBITDA (as these terms are defined in the Credit Agreement)) of 5.0:1 or less</span></span><span style="font-family:inherit;font-size:10pt;"> and a </span><span style="font-family:inherit;font-size:10pt;"><span>fixed charge coverage ratio (defined as the ratio of EBITDA minus capital expenditures to fixed charges (inclusive of rental expense and scheduled amortization)) of at least 1.5:1</span></span><span style="font-family:inherit;font-size:10pt;">, each as of the last day of each fiscal quarter. The Credit Agreement includes other affirmative and negative covenants and events of default that are customary for facilities of this type. The Credit Agreement contains, among other things, limitations on certain additional indebtedness and liens, and certain other transactions specified in the agreement. </span><span style="font-family:inherit;font-size:10pt;"><span>We were in compliance with all debt covenants as of December 31, 2017</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On June 16, 2016, the Borrowers issued </span><span style="font-family:inherit;font-size:10pt;"><span>$1.05 billion</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> Senior Unsecured Notes due 2024 and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.05 billion</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>5.25%</span></span><span style="font-family:inherit;font-size:10pt;"> Senior Unsecured Notes due 2026 (together, the “Subsidiary Senior Unsecured Notes”). Interest on each series of Subsidiary Senior Unsecured Notes is payable </span><span style="font-family:inherit;font-size:10pt;"><span>semi-annually</span></span><span style="font-family:inherit;font-size:10pt;"> in arrears on June 1 and December 1, beginning on December 1, 2016. Additionally, on June 15, 2017, the Borrowers issued</span><span style="font-family:inherit;font-size:10pt;"><span>$750 million</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>4.75%</span></span><span style="font-family:inherit;font-size:10pt;"> Senior Notes due June 1, 2027 (the “2027 Notes”). Interest on the 2027 Notes is payable</span><span style="font-family:inherit;font-size:10pt;"><span> semi-annually</span></span><span style="font-family:inherit;font-size:10pt;"> in arrears on June 1 and December 1, beginning on December 1, 2017. The Subsidiary Senior Unsecured Notes are guaranteed on a senior unsecured basis by (i) the Company, (ii) the Specified Guarantors and (iii) by each of the Borrower's and the Specified Guarantors’ domestic subsidiaries that guarantees the Borrower's obligations under the Credit Agreement, except for any of the Company’s foreign subsidiaries. The indenture governing the Subsidiary Senior Unsecured Notes contains covenants and events of default that are customary for debt securities of this type. </span><span style="font-family:inherit;font-size:10pt;"><span>We were in compliance with all debt covenants as of December 31, 2017</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2016, the Company paid debt issuance costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$56 million</span></span><span style="font-family:inherit;font-size:10pt;"> in connection with the issuance of the Credit Agreement and the Subsidiary Senior Unsecured Notes. During 2017, </span><span style="font-family:inherit;font-size:10pt;"><span>$32 million</span></span><span style="font-family:inherit;font-size:10pt;"> of fees related to the repricing of the Term Loan A, Term Loan B and Revolving Facilities and the issuance of the 2027 Notes were capitalized as debt issuance costs. The debt issuance costs are being amortized to Interest expense, net through the contractual maturity of the agreements utilizing the effective interest rate method. We classify these deferred costs on our Consolidated Balance Sheet as a reduction in the related debt when borrowings are outstanding or within Other assets if borrowings are not outstanding. Additionally, </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> of fees and unamortized debt issuance costs were recognized within Interest expense, net due to the repricings in the year ended December 31, 2017. As of December 31, 2017, the effective interest rates, including the amortization of debt issuance costs and the impact of the interest </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">rate swaps on Term Loan B Facility (See Note 13), were </span><span style="font-family:inherit;font-size:10pt;"><span>5.16%</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>5.39%</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>4.90%</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>3.24%</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>3.82%</span></span><span style="font-family:inherit;font-size:10pt;"> for the Subsidiary Senior Unsecured Notes due 2024, the Subsidiary Senior Unsecured Notes due 2026, the Subsidiary Senior Unsecured Notes due 2027, the Term Loan A Facility, and the Term Loan B Facility, respectively.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;text-decoration:underline;">YUM Senior Unsecured Notes</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The majority of our remaining long-term debt primarily comprises YUM Senior Unsecured Notes with varying maturity dates from 2019 through 2043 and stated interest rates ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>3.75%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>6.88%</span></span><span style="font-family:inherit;font-size:10pt;">.  The YUM Senior Unsecured Notes represent senior, unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness. </span><span style="font-family:inherit;font-size:10pt;"><span>Our YUM Senior Unsecured Notes contain cross-default provisions whereby 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 YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice.</span></span><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes all YUM Senior Unsecured Notes issued that remain outstanding at </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:22%;"/><td style="width:1%;"/><td style="width:24%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="5" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Issuance Date</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Maturity Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Principal Amount (in millions)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stated</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2007</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">March 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>325</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.25</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.36</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2007</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2037</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>325</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7.45</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">August 2009</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">September 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>250</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.59</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">August 2010</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>350</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">August 2011</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>350</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2013</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2023</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>325</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2013</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2043</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>275</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.35</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.42</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest payments commenced approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>six</span></span><span style="font-family:inherit;font-size:10pt;"> months after issuance date and are payable </span><span style="font-family:inherit;font-size:10pt;"><span>semi-annually</span></span><span style="font-family:inherit;font-size:10pt;"> thereafter.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 debt issuance.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The annual maturities of short-term borrowings and long-term debt as of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, excluding capital lease obligations of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$105 million</span></span><span style="font-family:inherit;font-size:10pt;"> are as follows:</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:43.75%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:34%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>380</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>318</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,190</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>441</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>410</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,057</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,796</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Interest expense on short-term borrowings and long-term debt was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$473 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$331 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$153 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span>, respectively. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Short-term Borrowings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current maturities of long-term debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>386</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>386</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less current portion of debt issuance costs and discounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Short-term borrowings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>375</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-term Debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Securitization Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,271</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,294</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Subsidiary Senior Unsecured Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,850</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan A Facility</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan B Facility</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,990</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">YUM Senior Unsecured Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital lease obligations (See Note 12)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>105</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,901</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,204</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less debt issuance costs and discounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(86</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(79</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less current maturities of long-term debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(386</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(66</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-term debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,059</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div>The following table presents the carrying value and estimated fair value of the Company’s debt obligations: <div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">12/31/2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">12/31/2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Carrying Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair Value (Level 2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Carrying Value</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair Value (Level 2)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Debt obligations</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Securitization Notes</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,271</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,367</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,294</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,315</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Subsidiary Senior Unsecured Notes</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,850</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,983</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,175</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan A Facility</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>503</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>501</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan B Facility</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,990</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,990</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,016</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">YUM Senior Unsecured Notes</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,277</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets. </span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div>We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates. 386000000 66000000 0 8000000 386000000 74000000 11000000 8000000 375000000 66000000 2271000000 2294000000 2850000000 2100000000 500000000 500000000 1975000000 1990000000 2200000000 2200000000 105000000 120000000 9901000000 9204000000 86000000 79000000 386000000 66000000 9429000000 9059000000 800000000 0.03832 500000000 0.04377 1000000000.0 0.04970 100000000 50000000 quarterly no amortization of principal of the Class A-2 Notes is required prior to their anticipated repayment dates as of any quarterly measurement date the consolidated leverage ratio (the ratio of total debt to Net Cash Flow (as defined in the Indenture)) for the preceding four fiscal quarters of either the Company and its subsidiaries or the Issuer and its subsidiaries exceeds 5.0:1, in which case amortization payments of 1% per year of the outstanding principal as of the closing of the Securitization Notes is required. As of the most recent quarterly measurement date the consolidated leverage ratio exceeded 5.0:1 and, as a result, amortization payments are required. 4 7 10 31000000 0.0418 0.0459 0.0514 2000000 debt service coverage ratio (as defined in the Indenture) of at least 1.1:1 The Securitization Notes are also subject to certain customary events of default, including events relating to non-payment of required interest or principal due on the Securitization Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and failure of the Securitization Entities to maintain a stated debt service coverage ratio As of December 31, 2017, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events 60000000 debt service coverage ratio (or the ratio of Net Cash Flow to all debt service payments for the preceding four fiscal quarters) of at least 1.75:1 During the quarter ended December 31, 2017, the Securitization Entities maintained a debt service coverage ratio significantly in excess of the 1.75:1 requirement 500000000 2000000000.0 1000000000.0 4000000 quarterly amortization payments beginning one full fiscal quarter after the first anniversary of the closing date 0.0125 0.01875 0.0375 quarterly 0.0025 1990000000 75 0.0200 0.0100 0.0175 0.0075 192000000 500000000 1000000000 75 0.0125 0.0175 0.0025 0.0075 146000000 The Credit Agreement is subject to certain mandatory prepayments, including an amount equal to 50% of excess cash flow (as defined in the Credit Agreement) on an annual basis and the proceeds of certain asset sales, casualty events and issuances of indebtedness, subject to customary exceptions and reinvestment rights. require the Borrowers to maintain a total leverage ratio (defined as the ratio of Consolidated Total Debt to Consolidated EBITDA (as these terms are defined in the Credit Agreement)) of 5.0:1 or less fixed charge coverage ratio (defined as the ratio of EBITDA minus capital expenditures to fixed charges (inclusive of rental expense and scheduled amortization)) of at least 1.5:1 We were in compliance with all debt covenants as of December 31, 2017 1050000000.00 0.0500 1050000000.00 0.0525 semi-annually 750000000 0.0475 semi-annually We were in compliance with all debt covenants as of December 31, 2017 56000000 32000000 8000000 0.0516 0.0539 0.0490 0.0324 0.0382 0.0375 0.0688 Our YUM Senior Unsecured Notes contain cross-default provisions whereby 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 YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice. The following table summarizes all YUM Senior Unsecured Notes issued that remain outstanding at <span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">:</span><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:22%;"/><td style="width:1%;"/><td style="width:24%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="5" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Issuance Date</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Maturity Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Principal Amount (in millions)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stated</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2007</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">March 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>325</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.25</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.36</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2007</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2037</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>325</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7.45</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">August 2009</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">September 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>250</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.59</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">August 2010</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>350</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">August 2011</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>350</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2013</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2023</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>325</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">October 2013</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2043</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>275</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.35</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.42</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest payments commenced approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>six</span></span><span style="font-family:inherit;font-size:10pt;"> months after issuance date and are payable </span><span style="font-family:inherit;font-size:10pt;"><span>semi-annually</span></span><span style="font-family:inherit;font-size:10pt;"> thereafter.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div>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 debt issuance. 325000000 0.0625 0.0636 325000000 0.0688 0.0745 250000000 0.0530 0.0559 350000000 0.0388 0.0401 350000000 0.0375 0.0388 325000000 0.0388 0.0401 275000000 0.0535 0.0542 6 semi-annually The annual maturities of short-term borrowings and long-term debt as of <span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, excluding capital lease obligations of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$105 million</span></span><span style="font-family:inherit;font-size:10pt;"> are as follows:</span><span style="font-family:inherit;font-size:10pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:43.75%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:34%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>380</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>318</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,190</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>441</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>410</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,057</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,796</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 105000000 380000000 318000000 1190000000 441000000 410000000 7057000000 9796000000 473000000 331000000 153000000 Leases<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, we operated </span><span style="font-family:inherit;font-size:10pt;"><span>1,481</span></span><span style="font-family:inherit;font-size:10pt;"> restaurants, leasing the underlying land and/or building in approximately </span><span style="font-family:inherit;font-size:10pt;"><span>900</span></span><span style="font-family:inherit;font-size:10pt;"> of those restaurants with the vast majority of our commitments expiring within </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> years from the inception of the lease.  In addition, the Company leases or subleases approximately </span><span style="font-family:inherit;font-size:10pt;"><span>900</span></span><span style="font-family:inherit;font-size:10pt;"> units to franchisees, principally in the U.S., United Kingdom, Germany, Australia and France. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Future minimum commitments and amounts to be received as lessor or sublessor under non cancelable leases are set forth below:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Commitments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease Receivables</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Direct</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> Financing</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>124</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>111</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>75</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Thereafter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>415</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>136</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>899</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>679</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;">, the present value of minimum payments under capital leases was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$105 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$120 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.  At </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, unearned income associated with direct financing lease receivables was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$12 million</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The details of rental expense and income are set forth below:</span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Minimum</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>193</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>208</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>214</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>234</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>254</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>73</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>73</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 1481 900 20 900 Future minimum commitments and amounts to be received as lessor or sublessor under non cancelable leases are set forth below:<div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Commitments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease Receivables</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Direct</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> Financing</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>124</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>111</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>75</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Thereafter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>415</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>136</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>899</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>679</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 13000000 124000000 5000000 64000000 13000000 111000000 4000000 58000000 12000000 87000000 4000000 51000000 11000000 75000000 3000000 47000000 11000000 67000000 3000000 44000000 76000000 435000000 24000000 415000000 136000000 899000000 43000000 679000000 105000000 120000000 12000000 The details of rental expense and income are set forth below:<div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Minimum</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>193</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>208</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>214</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>234</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>254</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>73</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>73</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 193000000 208000000 225000000 21000000 26000000 29000000 214000000 234000000 254000000 86000000 73000000 73000000 Derivative Instruments<div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We use derivative instruments to manage certain of our market risks related to fluctuations in interest rates and foreign currency exchange rates.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Interest Rate Swaps</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We have entered into interest rate swaps with the objective of reducing our exposure to interest rate risk for our variable-rate debt interest payments related to </span><span style="font-family:inherit;font-size:10pt;"><span>$1.55 billion</span></span><span style="font-family:inherit;font-size:10pt;"> of our Term Loan B Facility, resulting in a fixed rate of </span><span style="font-family:inherit;font-size:10pt;"><span>3.92%</span></span><span style="font-family:inherit;font-size:10pt;"> on the swapped portion of the Term Loan B Facility. These interest rate swaps will expire in July 2021 and the notional amount, maturity date and variable rate of these swaps match those of the related debt. These interest rate swaps are designated cash flow hedges as the changes in the future cash flows of the swaps are expected to offset changes in interest payments on the related variable-rate debt. There were no other interest rate swaps outstanding as of December 31, 2017.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effective portion of gains or losses on the interest rate swaps is reported as a component of AOCI and reclassified into Interest expense, net in our Consolidated Statement of Income in the same period or periods during which the related hedged interest payments affect earnings. Gains or losses on the swaps representing hedge ineffectiveness are recognized in current earnings. As of December 31, 2017, the swaps were highly effective cash flow hedges and no ineffectiveness has been recorded.</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Foreign Currency Contracts</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We have entered into foreign currency forward and swap contracts with the objective of reducing our exposure to earnings volatility arising from foreign currency fluctuations associated with certain foreign currency denominated intercompany receivables and payables. The notional amount, maturity date, and currency of these contracts match those of the underlying intercompany receivables or payables. Our foreign currency contracts are designated cash flow hedges as the future cash flows of the contracts are expected to offset changes in intercompany receivables and payables due to foreign currency exchange rate fluctuations. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effective portion of gains or losses on the foreign currency contracts is reported as a component of AOCI. Amounts are reclassified from AOCI each quarter to offset foreign currency transaction gains or losses recorded within Other (income) expense when the related intercompany receivables and payables affect earnings due to their functional currency remeasurements. Gains or losses on the foreign currency contracts representing hedge ineffectiveness are recognized in current earnings. As of December 31, 2017, all foreign currency contracts outstanding have been highly effective cash flow hedges and no ineffectiveness has been recorded. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of December 31, 2017 and December 31, 2016, foreign currency forward and swap contracts outstanding had total notional amounts of </span><span style="font-family:inherit;font-size:10pt;"><span>$456 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$437 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. As of December 31, 2017, we have foreign currency forward and swap contracts with durations expiring as early as February 2018 and as late as 2020. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, 2017, all of the counterparties to our interest rate swaps and foreign currency contracts had investment grade ratings according to the three major ratings agencies. To date, all counterparties have performed in accordance with their contractual obligations.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains and losses on derivative instruments designated as cash flow hedges recognized in AOCI and reclassifications from AOCI into Net Income:</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:67%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains/(Losses) Recognized in AOCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Gains)/Losses Reclassified from AOCI into Net Income</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest rate swaps</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(56</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income tax benefit/(expense)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(20</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of December 31, 2017, the estimated net gain included in AOCI related to our cash flow hedges that will be reclassified into earnings in the next 12 months is </span><span style="font-family:inherit;font-size:10pt;"><span>$14 million</span></span><span style="font-family:inherit;font-size:10pt;">, based on current LIBOR interest rates.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>See Note 14 for the fair value of our derivative assets and liabilities. 1550000000 0.0392 456000000 437000000 Gains and losses on derivative instruments designated as cash flow hedges recognized in AOCI and reclassifications from AOCI into Net Income:<div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:67%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains/(Losses) Recognized in AOCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Gains)/Losses Reclassified from AOCI into Net Income</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest rate swaps</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(56</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income tax benefit/(expense)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(20</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 4000000 47000000 -2000000 4000000 -56000000 10000000 -56000000 18000000 -1000000 20000000 3000000 -4000000 14000000 Fair Value Disclosures<div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of December 31, 2017 the carrying values of cash and cash equivalents, restricted cash, short-term investments, 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 following table presents the carrying value and estimated fair value of the Company’s debt obligations: </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">12/31/2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">12/31/2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Carrying Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair Value (Level 2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Carrying Value</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair Value (Level 2)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Debt obligations</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Securitization Notes</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,271</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,367</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,294</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,315</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Subsidiary Senior Unsecured Notes</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,850</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,983</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,175</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan A Facility</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>503</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>501</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Term Loan B Facility</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,990</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,990</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,016</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">YUM Senior Unsecured Notes</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,277</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets. </span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Recurring Fair Value Measurements</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company has interest rate swaps, foreign currency forwards and swaps accounted for as cash flow hedges and other investments, all of which are required to be measured at fair value on a recurring basis (See Note 13 for discussion regarding derivative instruments). 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, 2017 or December 31, 2016.</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="14"/></tr><tr><td style="width:30%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:38%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair Value</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Consolidated Balance Sheet</span></div></td></tr><tr><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate Swaps - Liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other current liabilities</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate Swaps - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate Swaps - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign Currency Contracts - Liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Liabilities and deferred credits</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign Currency Contracts - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign Currency Contracts - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Investments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">1</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair value of the Company’s foreign currency forwards and swaps 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 in Other assets in our Consolidated Balance Sheet and their fair value is determined based on the closing market prices of the respective mutual funds as of December 31, 2017 and December 31, 2016. </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Non-Recurring Fair Value Measurements</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents expense recognized from all non-recurring fair value measurements during the years ended December 31, 2017 and December 31, 2016. These amounts exclude fair value measurements made for assets that were subsequently dispo</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">sed of prior to those respective year end dates. The remaining net book value of restaurant assets measured at fair value during the years ended December 31, 2017 and December 31, 2016 is insignificant. </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.4140625%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:55%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:3%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Aircraft impairment</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restaurant-level impairment</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2).</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div>Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3). 2271000000 2367000000 2294000000 2315000000 2850000000 2983000000 2100000000 2175000000 500000000 503000000 500000000 501000000 1975000000 1990000000 1990000000 2016000000 2200000000 2277000000 2200000000 2216000000 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, 2017 or December 31, 2016.<div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="14"/></tr><tr><td style="width:30%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:38%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair Value</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Consolidated Balance Sheet</span></div></td></tr><tr><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate Swaps - Liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other current liabilities</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate Swaps - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest Rate Swaps - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign Currency Contracts - Liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Liabilities and deferred credits</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign Currency Contracts - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign Currency Contracts - Asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Investments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">1</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td></tr></table></div></div><br/> 0 3000000 9000000 0 40000000 47000000 46000000 0 5000000 6000000 0 10000000 29000000 24000000 The following table presents expense recognized from all non-recurring fair value measurements during the years ended December 31, 2017 and December 31, 2016. These amounts exclude fair value measurements made for assets that were subsequently dispo<div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">sed of prior to those respective year end dates. The remaining net book value of restaurant assets measured at fair value during the years ended December 31, 2017 and December 31, 2016 is insignificant. </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.4140625%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:55%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:3%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Aircraft impairment</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restaurant-level impairment</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2).</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div>Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3). 0 3000000 2000000 9000000 2000000 12000000 Pension, Retiree Medical and Retiree Savings Plans<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">U.S. Pension Plans</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We sponsor qualified and supplemental (non-qualified) noncontributory defined benefit plans covering certain full-time salaried and hourly U.S. employees. The qualified plan meets the requirements of certain sections of the Internal Revenue Code and provides benefits to a broad group of employees with restrictions on discriminating in favor of highly compensated employees with regard to coverage, benefits and contributions. The supplemental plans provide additional benefits to certain employees. We fund our supplemental plans as benefits are paid. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The most significant of our U.S. plans is the YUM Retirement Plan (the “Plan”), which is a qualified plan. Our funding policy with respect to the Plan is to contribute amounts necessary to satisfy minimum pension funding requirements, including requirements of the Pension Protection Act of 2006, plus additional amounts from time-to-time as are determined to be necessary to improve the Plan’s funded status. We do not expect to make any significant contributions to the Plan in 2018. Our two significant U.S. plans were previously amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in those plans. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2016, the Company allowed certain former employees with deferred vested balances in the Plan an opportunity to voluntarily elect an early payout of their benefits. See Note 5 for details.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>We do not anticipate any plan assets being returned to the Company during 2018 for any U.S. plans.</span></span><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Obligation and Funded Status at Measurement Date:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following chart summarizes the balance sheet impact, as well as benefit obligations, assets, and funded status associated with our two significant U.S. pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year end.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Change in benefit obligation:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefit obligation at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Plan amendments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Curtailments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Special termination benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement payments</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(260</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actuarial (gain) loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>115</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Administrative expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefit obligation at end of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,007</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Change in plan assets:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,004</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actual return on plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Employer contributions</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>52</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement payments</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(260</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Administrative expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets at end of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>864</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> Funded status at end of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(143</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;text-indent:-48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Amounts recognized in the Consolidated Balance Sheet:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued benefit liability - current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued benefit liability - non-current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(140</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(143</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The accumulated benefit obligation was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$976 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$960 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Information for pension plans with an accumulated benefit obligation in excess of plan assets:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,007</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>976</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>960</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>864</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Information for pension plans with a projected benefit obligation in excess of plan assets:</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,007</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>976</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>960</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>864</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Components of net periodic benefit cost:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of prior service cost</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected return on plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(45</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(65</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(62</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic benefit cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Additional (gain) loss recognized due to:</span></div><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement charges</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Special termination benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pension data adjustment</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.</span></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Pension gains (losses) in AOCI:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(170</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net actuarial gain (loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(54</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Curtailments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of prior service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">End of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accumulated pre-tax losses recognized within AOCI:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actuarial net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(134</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(150</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:center;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated net loss that will be amortized from AOCI into net periodic pension cost in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2018</span><span style="font-family:inherit;font-size:10pt;"> is </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$16 million</span></span><span style="font-family:inherit;font-size:10pt;">.  The estimated prior service cost that will be amortized from AOCI into net periodic pension cost in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2018</span><span style="font-family:inherit;font-size:10pt;"> is </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average assumptions used to determine benefit obligations at the measurement dates:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.90</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.60</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:84.99025341130604%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="10" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.53</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.90</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-term rate of return on plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.06</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(a)    Reflects a weighted average due to interim remeasurements in 2017.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 and future growth expectations.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Plan Assets</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of our pension plan assets at </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> by asset category and level within the fair value hierarchy are as follows:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:70%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 1:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash Equivalents</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities - U.S. Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – U.S. Large cap</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>257</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>244</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – U.S. Mid cap</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – U.S. Small cap</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – Non-U.S.</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 2:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities – U.S. Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>86</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities – U.S. Government and Government Agencies</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>152</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities – Other</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total fair value of plan assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>920</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>856</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Short-term investments in money market funds.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Securities held in common trusts.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investments held directly by the Plan. </span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes securities held in common trusts and investments held directly by the Plan.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017 and 2016 exclude net unsettled trade payables of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$56 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$19 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Our primary objectives regarding the investment strategy for the Plan’s assets 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.  The Plan's equity securities, currently targeted to be </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> of our investment mix, consist primarily of low-cost index funds focused on achieving long-term capital appreciation.  The Plan diversifies its equity risk by investing in several different U.S. and foreign market index funds.  Investing in these index funds provides the Plan with the adequate liquidity required to fund benefit payments and plan expenses.  The fixed income asset allocation, currently targeted to be </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> 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. The fair values of all pension plan assets are determined based on closing market prices or net asset values.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A mutual fund held as an investment by the Plan includes shares of Common Stock valued at </span><span style="font-family:inherit;font-size:10pt;"><span>$0.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> at both </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> (less than </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>1%</span></span><span style="font-family:inherit;font-size:10pt;"> of total plan assets in each instance).</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Benefit Payments</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:29.434697855750485%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:50%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:45%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023 - 2027</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>257</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected benefit payments 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">International Pension Plans</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We also sponsor various defined benefit plans covering certain of our non-U.S. employees, the most significant of which are in the UK. Both of our UK plans have previously been frozen such that they are closed to new participants and existing participants can no longer earn future service credits. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At the end of 2017 and 2016, the projected benefit obligations of these UK plans totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$287 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$261 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively and plan assets totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$358 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$305 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. These plans were both in a net overfunded position at the end of 2017 and 2016 and related expense amounts recorded in each of 2017, 2016 and 2015 were not significant.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 plan to make significant contributions to either of our UK plans in 2018.</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">Retiree Medical Benefits</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Our post-retirement plan provides health care benefits, principally to U.S. salaried retirees and their dependents, and includes retiree cost-sharing provisions.  This plan was previously 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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At the end of both </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;">, the accumulated post-retirement benefit obligation was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$55 million</span></span><span style="font-family:inherit;font-size:10pt;">.  Actuarial gains of </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> were recognized in AOCI at the end of </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, respectively. The net periodic benefit cost recorded was </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:10pt;"> in both </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;">, the majority of which is interest cost on the accumulated post-retirement benefit obligation.  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 </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> are </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>6.3%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>6.6%</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, with expected ultimate trend rates of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>4.5%</span></span><span style="font-family:inherit;font-size:10pt;"> reached in 2038.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 was reached in 2014; with the cap, our annual cost per retiree will not increase.  A one-percentage-point increase or decrease in assumed health care cost trend rates would have no impact on total service and interest cost or on the post-retirement benefit obligation.  The benefits expected to be paid in each of the next five years are approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and in aggregate for the five years thereafter are </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">Retiree Savings Plan</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>75%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of the participant’s contribution to the 401(k) Plan up to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>6%</span></span><span style="font-family:inherit;font-size:10pt;"> of eligible compensation.  We recognized as compensation expense our total matching contribution of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$14 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span>. We do not anticipate any plan assets being returned to the Company during 2018 for any U.S. plans. The following chart summarizes the balance sheet impact, as well as benefit obligations, assets, and funded status associated with our two significant U.S. pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year end.<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Change in benefit obligation:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefit obligation at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Plan amendments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Curtailments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Special termination benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement payments</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(260</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actuarial (gain) loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>115</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Administrative expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefit obligation at end of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,007</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Change in plan assets:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,004</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actual return on plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Employer contributions</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>52</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement payments</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(260</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Administrative expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets at end of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>864</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> Funded status at end of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(143</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.</span></div></td></tr></table><br/> 993000000 1134000000 10000000 17000000 41000000 54000000 2000000 4000000 2000000 4000000 2000000 3000000 76000000 26000000 73000000 260000000 -115000000 -77000000 5000000 6000000 1007000000 993000000 837000000 1004000000 129000000 87000000 52000000 38000000 73000000 260000000 76000000 26000000 5000000 6000000 864000000 837000000 -143000000 -156000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Amounts recognized in the Consolidated Balance Sheet:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued benefit liability - current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued benefit liability - non-current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(140</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(143</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div> 8000000 16000000 135000000 140000000 -143000000 -156000000 976000000 960000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Information for pension plans with an accumulated benefit obligation in excess of plan assets:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,007</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>976</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>960</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>864</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 1007000000 993000000 976000000 960000000 864000000 837000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Information for pension plans with a projected benefit obligation in excess of plan assets:</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,007</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated benefit obligation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>976</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>960</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>864</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>837</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 1007000000 993000000 976000000 960000000 864000000 837000000 Components of net periodic benefit cost:<div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of prior service cost</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected return on plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(45</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(65</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(62</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic benefit cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Additional (gain) loss recognized due to:</span></div><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement charges</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Special termination benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pension data adjustment</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.</span></div></td></tr></table><br/> 10000000 17000000 18000000 41000000 54000000 55000000 6000000 6000000 1000000 45000000 65000000 62000000 -5000000 -6000000 -45000000 17000000 18000000 57000000 19000000 -32000000 -5000000 2000000 3000000 1000000 22000000 0 0 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Pension gains (losses) in AOCI:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(170</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net actuarial gain (loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(54</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Curtailments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of prior service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement charges</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">End of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div> -180000000 -170000000 -10000000 -54000000 2000000 4000000 -5000000 -6000000 6000000 6000000 -2000000 -4000000 19000000 32000000 -160000000 -180000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="9" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accumulated pre-tax losses recognized within AOCI:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actuarial net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(134</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(150</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div> 134000000 150000000 -26000000 -30000000 -160000000 -180000000 -16000000 6000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7"/></tr><tr><td style="width:74%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average assumptions used to determine benefit obligations at the measurement dates:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.90</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.60</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:84.99025341130604%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td colspan="10" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.53</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.90</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-term rate of return on plan assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.06</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(a)    Reflects a weighted average due to interim remeasurements in 2017.</span></div><br/> 0.0390 0.0460 0.0375 0.0375 0.0453 0.0490 0.0430 0.0606 0.0675 0.0675 0.0375 0.0375 0.0375 The fair values of our pension plan assets at <span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> by asset category and level within the fair value hierarchy are as follows:</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:70%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 1:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash Equivalents</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities - U.S. Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – U.S. Large cap</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>257</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>244</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – U.S. Mid cap</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – U.S. Small cap</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity Securities – Non-U.S.</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Level 2:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities – U.S. Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>86</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities – U.S. Government and Government Agencies</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>152</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed Income Securities – Other</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total fair value of plan assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>920</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>856</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Short-term investments in money market funds.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Securities held in common trusts.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investments held directly by the Plan. </span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes securities held in common trusts and investments held directly by the Plan.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017 and 2016 exclude net unsettled trade payables of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$56 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$19 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div></td></tr></table><br/> 3000000 2000000 12000000 12000000 177000000 172000000 257000000 244000000 43000000 41000000 43000000 43000000 87000000 83000000 86000000 76000000 177000000 152000000 35000000 31000000 920000000 856000000 56000000 19000000 0.50 0.50 300000 0.01 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:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:29.434697855750485%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:50%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:45%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023 - 2027</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>257</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 65000000 37000000 39000000 42000000 44000000 257000000 287000000 261000000 358000000 305000000 55000000 8000000 10000000 2000000 3000000 0.063 0.066 0.045 5000000 17000000 0.75 1 0.06 13000000 14000000 13000000 Share-based and Deferred Compensation Plans<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Overview</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At year end 2017, we had one stock award plan in effect: the YUM! Brands, Inc. Long-Term Incentive Plan (the “LTIP”). Under the LTIP, the exercise price of stock options and 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Potential awards to employees and non-employee directors under the LTIP include stock options, incentive stock options, SARs, restricted stock, restricted stock units (“RSUs”), performance restricted stock units, performance share units (“PSUs”) and performance units.  We have issued only stock options, SARs, RSUs and PSUs under the LTIP.  While awards under the LTIP can have varying vesting provisions and exercise periods, outstanding awards under the LTIP vest in periods ranging from </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>immediate</span></span><span style="font-family:inherit;font-size:10pt;"> to five years. Stock options and SARs expire ten years after grant.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At year end </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>28 million</span></span><span style="font-family:inherit;font-size:10pt;"> shares were available for future share-based compensation grants under the LTIP.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Our 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 LTIP,  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 certain participants to defer incentive compensation to purchase phantom shares of our Common Stock and receive a </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>33%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 from the date of deferral.  We expense the intrinsic value of the match and the incentive compensation over the requisite service period which includes the vesting period.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 2018.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the Separation of our China business in the prior year, under the provisions of our LTIP, employee stock options, SARs, RSUs and PSUs were adjusted to maintain the pre-spin intrinsic value of the awards. Depending on the tax laws of the country of employment, awards were modified using either the shareholder method or the employer method. Share issuances for Yum China awards held by YUM employees will be satisfied by Yum China. Share issuances for YUM awards held by Yum China employees are being satisfied by YUM. Share-based compensation as recorded in Income from continuing operations is based on the amortization of the fair value for both YUM and Yum China awards held by YUM employees. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The shareholder method was based on the premise that employees holding YUM awards prior to the Separation should receive an equal number of awards of both YUM and Yum China. For stock options and SARs, exercise prices of these post-Separation YUM and Yum China awards were established that, on a combined basis, maintained the intrinsic value on the YUM award prior to the Separation. The exercise prices provided for an initial intrinsic value in each of the post-Separation YUM and YUM China awards that was proportionate to the market value of the two companies on November 1, 2016. For RSUs and PSUs modified under the shareholder method, each YUM award was modified into one YUM award and one Yum China award.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under the employer method, employees holding YUM awards prior to the Separation had their awards converted into awards of the company that they worked for subsequent to the Separation. For stock options and SARs modified under the employer method, </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>the exercise prices of the awards were modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company</span></span><span style="font-family:inherit;font-size:10pt;">. For RSUs and PSUs modified under the employer method, </span><span style="font-family:inherit;font-size:10pt;"><span>the number of awards was modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The modifications to the outstanding equity awards resulted in an insignificant amount of additional compensation expense in the year ended December 31, 2016.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investments in phantom shares of our Common Stock held within our EID Plan by employees that remained with YUM post-Separation that were converted into phantom investments in Yum China at Separation under the shareholder method are allowed to be transferred into cash, phantom shares of a Stock Index Fund and phantom shares of a Bond Index Fund within the EID Plan. As such, distributions of current investments in phantom shares of Yum China may now be settled in cash, as opposed to stock, at a date as elected by the employee and, therefore, are classified as a liability and remeasured to fair value at each reporting period in our Consolidated Balance Sheet. During 2017 and 2016, we recorded </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, within G&amp;A related to these awards (See Note 5).</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Award Valuation</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:82.2265625%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:58%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Risk-free interest rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected term (years)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">6.4 years</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">6.4 years</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">6.4 years</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected volatility</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected dividend yield</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We believe it is appropriate to group our stock option and SAR awards into </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">two</span><span style="font-family:inherit;font-size:10pt;"> homogeneous groups when estimating expected term.  These groups consist of grants made primarily to restaurant-level employees, which cliff-vest after </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</span><span style="font-family:inherit;font-size:10pt;"> years and expire </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10</span><span style="font-family:inherit;font-size:10pt;"> years after grant, and grants made to executives, which typically have a graded vesting schedule of </span><span style="font-family:inherit;font-size:10pt;"><span>25%</span></span><span style="font-family:inherit;font-size:10pt;"> per year over </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</span><span style="font-family:inherit;font-size:10pt;"> years and expire </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10</span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5</span><span style="font-family:inherit;font-size:10pt;"> years and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">6.5</span><span style="font-family:inherit;font-size:10pt;"> years, respectively.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">When determining expected volatility, we consider both historical volatility of our stock as well as implied volatility associated with our publicly traded options.  The expected dividend yield is based on the annual dividend yield at the time of grant.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of RSU awards are based on the closing price of our Common Stock on the date of grant. The fair values of PSU awards with market-based conditions have been valued based on the outcome of a Monte Carlo simulation.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Award Activity</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Stock Options and SARs</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(in thousands)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-Average Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted- Average Remaining Contractual Term (years)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Aggregate Intrinsic Value (in millions)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding at the beginning of the year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,242</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40.78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,879</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67.93</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercised</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,269</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36.45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Forfeited or expired</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,567</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54.98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding at the end of the year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,285</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44.85</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">5.42</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>672</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercisable at the end of the year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,971</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38.07</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">4.00</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>521</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding awards include </span><span style="font-family:inherit;font-size:10pt;"><span>943</span></span><span style="font-family:inherit;font-size:10pt;"> options and </span><span style="font-family:inherit;font-size:10pt;"><span>17,342</span></span><span style="font-family:inherit;font-size:10pt;"> SARs with weighted average exercise prices of </span><span style="font-family:inherit;font-size:10pt;"><span>$36.63</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$45.30</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The weighted-average grant-date fair value of stock options and SARs granted during </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$14.08</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$14.40</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$15.95</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.  The total intrinsic value of stock options and SARs exercised during the years ended </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2015</span><span style="font-family:inherit;font-size:10pt;">, was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$154 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$263 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$153 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$55 million</span></span><span style="font-family:inherit;font-size:10pt;"> of unrecognized compensation cost related to unvested stock options and SARs, which will be reduced by any forfeitures that occur, is expected to be recognized over a remaining weighted-average period of approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1.8</span><span style="font-family:inherit;font-size:10pt;"> years.  This reflects unrecognized cost for both YUM and Yum China awards held by YUM employees. The total fair value at grant date of awards for both YUM and Yum China awards held by YUM employees that vested during </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$33 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$41 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$42 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">RSUs and PSUs</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, there was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;"> of unrecognized compensation cost related to </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>1.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> unvested RSUs and PSUs. The total fair value at grant date of awards that vested during 2017, 2016 and 2015 was </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$7 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Impact on Net Income</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The components of share-based compensation expense and the related income tax benefits are shown in the following table:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.828125%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:57%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options and SARs</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted Stock Units</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Performance Share Units</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Share-based Compensation Expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>80</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred Tax Benefit recognized</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EID compensation expense not share-based</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(a)    Includes </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> due to appreciation in the market price of Yum China's stock. See Note 5.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(b)    Includes </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> due to modifications of awards in connection with the Separation that was not allocated to any of </span></div><div style="line-height:120%;text-align:justify;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">our operating segments for performance purposes. See Note 5.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(c)    Deferred tax benefit recognized does not reflect the impact of the Tax Act. See Note 18.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash received from stock option exercises for </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">, was </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$12 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$12 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.  Tax benefits realized on our tax returns from tax deductions associated with share-based compensation for </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;"> totaled </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$153 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$109 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$62 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><br/> immediate 28000000 0.33 the exercise prices of the awards were modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company the number of awards was modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company 18000000 30000000 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:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:82.2265625%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:58%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Risk-free interest rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected term (years)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">6.4 years</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">6.4 years</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">6.4 years</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected volatility</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:100px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected dividend yield</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div> 0.019 0.014 0.013 0.229 0.270 0.269 0.018 0.026 0.022 25% Stock Options and SARs<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(in thousands)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-Average Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted- Average Remaining Contractual Term (years)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Aggregate Intrinsic Value (in millions)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding at the beginning of the year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,242</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40.78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,879</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67.93</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercised</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,269</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36.45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Forfeited or expired</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,567</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54.98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding at the end of the year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,285</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>44.85</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">5.42</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>672</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercisable at the end of the year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,971</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38.07</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">4.00</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>521</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding awards include </span><span style="font-family:inherit;font-size:10pt;"><span>943</span></span><span style="font-family:inherit;font-size:10pt;"> options and </span><span style="font-family:inherit;font-size:10pt;"><span>17,342</span></span><span style="font-family:inherit;font-size:10pt;"> SARs with weighted average exercise prices of </span><span style="font-family:inherit;font-size:10pt;"><span>$36.63</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$45.30</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.</span></div></td></tr></table><br/> 21242000 40.78 2879000 67.93 4269000 36.45 1567000 54.98 18285000 44.85 672000000 11971000 38.07 521000000 943000 17342000 36.63 45.30 14.08 14.40 15.95 154000000 263000000 153000000 55000000 33000000 41000000 42000000 20000000 1000000.0 10000000 7000000 11000000 The components of share-based compensation expense and the related income tax benefits are shown in the following table:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.828125%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:57%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options and SARs</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted Stock Units</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Performance Share Units</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Share-based Compensation Expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>80</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred Tax Benefit recognized</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EID compensation expense not share-based</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(a)    Includes </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> due to appreciation in the market price of Yum China's stock. See Note 5.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(b)    Includes </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> due to modifications of awards in connection with the Separation that was not allocated to any of </span></div><div style="line-height:120%;text-align:justify;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">our operating segments for performance purposes. See Note 5.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>(c)    Deferred tax benefit recognized does not reflect the impact of the Tax Act. See Note 18. 30000000 38000000 41000000 26000000 38000000 3000000 9000000 4000000 2000000 65000000 80000000 46000000 22000000 26000000 15000000 12000000 5000000 1000000 18000000 30000000 12000000 5000000 12000000 153000000 109000000 62000000 Shareholders’ Deficit<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under the authority of our Board of Directors, we repurchased shares of our Common Stock during </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2015</span><span style="font-family:inherit;font-size:10pt;">.  All amounts exclude applicable transaction fees.  </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:96.6796875%;border-collapse:collapse;text-align:left;"><tr><td colspan="28"/></tr><tr><td style="width:30%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="10" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares Repurchased</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(thousands)</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="13" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Dollar Value of Shares</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Repurchased</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Authorization Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,561</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,337</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,915</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">May 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">March 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,823</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>229</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 2015</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,368</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>932</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>933</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2014</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,231</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2013</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,561</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67,963</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,942</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,915</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,447</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,200</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017 amount excludes and 2016 amount includes the effect of </span><span style="font-family:inherit;font-size:10pt;"><span>$45 million</span></span><span style="font-family:inherit;font-size:10pt;"> in share repurchases (</span><span style="font-family:inherit;font-size:10pt;"><span>0.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On November 16, 2017, our Board of Directors authorized share repurchases through December 2018 of up to </span><span style="font-family:inherit;font-size:10pt;"><span>$1.5 billion</span></span><span style="font-family:inherit;font-size:10pt;"> (excluding applicable transaction fees) of our outstanding Common Stock. As of December 31, 2017, we have remaining capacity to repurchase up to </span><span style="font-family:inherit;font-size:10pt;"><span>$1.5 billion</span></span><span style="font-family:inherit;font-size:10pt;"> of Common Stock under this authorization.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in AOCI are presented below.</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:26%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pension and Post-Retirement Benefits</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Derivative Instruments</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2015, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(125</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(113</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(252</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains (losses) arising during the year classified into AOCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(153</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(41</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(157</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Gains) losses reclassified from AOCI, net of tax</span></div><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(164</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(159</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Separation of China business</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2016, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(336</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(127</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(458</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains (losses) arising during the year classified into AOCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>107</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(51</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Gains) losses reclassified from AOCI, net of tax</span></div><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>144</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>187</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2017, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(106</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(271</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, historical pension data adjustment of </span><span style="font-family:inherit;font-size:10pt;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;">, settlement charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;">, amortization of prior service cost of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and related income tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;">. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of </span><span style="font-family:inherit;font-size:10pt;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;">, settlement charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$33 million</span></span><span style="font-family:inherit;font-size:10pt;">, amortization of prior service cost of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and related income tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;">. See Note 15.</span></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div>See Note 13 for details on amounts reclassified from AOCI. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:96.6796875%;border-collapse:collapse;text-align:left;"><tr><td colspan="28"/></tr><tr><td style="width:30%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="10" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares Repurchased</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(thousands)</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="13" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Dollar Value of Shares</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Repurchased</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Authorization Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,561</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,337</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,915</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">May 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">March 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,823</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>229</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 2015</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,368</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>932</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>933</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2014</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,231</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">November 2013</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,561</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67,963</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,942</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,915</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,447</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,200</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><div style="line-height:120%;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div><span style="font-family:inherit;font-size:10pt;">2017 amount excludes and 2016 amount includes the effect of </span><span style="font-family:inherit;font-size:10pt;"><span>$45 million</span></span><span style="font-family:inherit;font-size:10pt;"> in share repurchases (</span><span style="font-family:inherit;font-size:10pt;"><span>0.7 million</span></span> shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016. 0 0 0 0 0 0 26561000 1337000 0 1915000000 85000000 0 0 50435000 0 0 4200000000 0 0 2823000 0 0 229000000 0 0 13368000 932000 0 933000000 67000000 0 0 13231000 0 0 1000000000 0 0 1779000 0 0 133000000 26561000 67963000 15942000 1915000000 5447000000 1200000000 45000000 700000 1500000000 1500000000 Changes in AOCI are presented below.<div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17"/></tr><tr><td style="width:26%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pension and Post-Retirement Benefits</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Derivative Instruments</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2015, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(125</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(113</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(252</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains (losses) arising during the year classified into AOCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(153</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(41</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(157</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Gains) losses reclassified from AOCI, net of tax</span></div><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(164</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(159</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Separation of China business</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2016, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(336</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(127</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(458</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gains (losses) arising during the year classified into AOCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>107</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(51</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Gains) losses reclassified from AOCI, net of tax</span></div><div style="padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>144</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>187</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2017, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(106</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(271</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:36px;text-indent:-36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, historical pension data adjustment of </span><span style="font-family:inherit;font-size:10pt;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;">, settlement charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$20 million</span></span><span style="font-family:inherit;font-size:10pt;">, amortization of prior service cost of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and related income tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;">. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of </span><span style="font-family:inherit;font-size:10pt;"><span>$6 million</span></span><span style="font-family:inherit;font-size:10pt;">, settlement charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$33 million</span></span><span style="font-family:inherit;font-size:10pt;">, amortization of prior service cost of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and related income tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;">. See Note 15.</span></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(c)</span></div>See Note 13 for details on amounts reclassified from AOCI. -125000000 -113000000 -14000000 -252000000 -153000000 -41000000 37000000 -157000000 11000000 -27000000 18000000 2000000 -164000000 -14000000 19000000 -159000000 47000000 0 0 47000000 -336000000 -127000000 5000000 -458000000 107000000 -13000000 -51000000 43000000 -55000000 -34000000 -55000000 -144000000 162000000 21000000 4000000 187000000 -174000000 -106000000 9000000 -271000000 5000000 22000000 20000000 5000000 18000000 -6000000 33000000 5000000 17000000 Income Taxes <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. and foreign income before taxes are set forth below:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:61%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>662</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>366</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>480</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,612</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>979</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>773</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,345</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The details of our income tax provision (benefit) are set forth below:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:83.0078125%;border-collapse:collapse;text-align:left;"><tr><td colspan="15"/></tr><tr><td style="width:13%;"/><td style="width:1%;"/><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>126</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>267</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>290</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>299</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>428</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>603</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(116</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>634</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(101</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>934</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The reconciliation of income taxes calculated at the U.S. federal statutory rate to our effective tax rate is set forth below:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="22"/></tr><tr><td style="width:38%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. federal statutory rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>797</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>473</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>438</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State income tax, net of federal tax benefit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory rate differential attributable to foreign operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(212</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9.3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(143</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10.5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(175</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13.7</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments to reserves and prior years</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.0</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Share-based payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(117</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Change in valuation allowances</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.0</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(25</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax Act Enactment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>434</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective income tax rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>934</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24.3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statutory rate differential attributable to foreign operations.</span><span style="font-family:inherit;font-size:10pt;">  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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2015, this benefit was positively impacted by the repatriation of current year foreign earnings as we recognized excess foreign tax credits, resulting from the related effective foreign tax rate being higher than the U.S. federal statutory rate.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Adjustments to reserves and prior years.</span><span style="font-family:inherit;font-size:10pt;">  This item includes: (1) 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; and (2) 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. The impact of certain effects or changes may offset items reflected in the </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">'Statutory rate differential attributable to foreign operations'</span><span style="font-family:inherit;font-size:10pt;"> line.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2016, this item was favorably impacted by the resolution of uncertain tax positions in the U.S.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Share-based payments. </span><span style="font-family:inherit;font-size:10pt;">2017 includes a </span><span style="font-family:inherit;font-size:10pt;"><span>$117 million</span></span><span style="font-family:inherit;font-size:10pt;"> tax benefit related to the excess tax benefits from share-based payments. These excess benefits were largely associated with deferred compensation payouts to recently retired employees. See Note 2 for discussion related to the adoption of a new accounting standard for share based payments in 2017.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Change in valuation allowances.</span><span style="font-family:inherit;font-size:10pt;">  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 </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">'Statutory rate differential attributable to foreign operations'</span><span style="font-family:inherit;font-size:10pt;"> line.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2017, </span><span style="font-family:inherit;font-size:10pt;"><span>$34 million</span></span><span style="font-family:inherit;font-size:10pt;"> of net tax expense was driven by valuation allowances recorded against deferred tax assets generated in the current year. This amount excludes a valuation allowance of </span><span style="font-family:inherit;font-size:10pt;"><span>$189 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the Tax Act.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2016, </span><span style="font-family:inherit;font-size:10pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:10pt;"> of net tax benefit was driven by </span><span style="font-family:inherit;font-size:10pt;"><span>$14 million</span></span><span style="font-family:inherit;font-size:10pt;"> in net tax expense for valuation allowances recorded against deferred tax assets generated in the current year and </span><span style="font-family:inherit;font-size:10pt;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;"> in net tax benefit for valuation allowances resulting from a change in judgment regarding the future use of certain deferred tax assets that existed at the beginning of the year.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2015, </span><span style="font-family:inherit;font-size:10pt;"><span>$41 million</span></span><span style="font-family:inherit;font-size:10pt;"> of net tax expense was driven by </span><span style="font-family:inherit;font-size:10pt;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;"> for valuation allowances recorded against deferred tax assets generated in the current year and </span><span style="font-family:inherit;font-size:10pt;"><span>$24 million</span></span><span style="font-family:inherit;font-size:10pt;"> in net tax expense resulting from a change in judgment regarding the future use of certain deferred tax assets that existed at the beginning of the year.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Other.</span><span style="font-family:inherit;font-size:10pt;">  This item primarily includes the impact of permanent differences related to current year earnings as well as U.S. tax credits and deductions.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2017, this item was primarily driven by the favorable impact of certain international refranchising gains. </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Tax Act Enactment. </span><span style="font-family:inherit;font-size:10pt;">On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). The Tax Act significantly modifies the U.S. corporate income tax system by, among other things, reducing the federal income tax rate from </span><span style="font-family:inherit;font-size:10pt;"><span>35%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>21%</span></span><span style="font-family:inherit;font-size:10pt;">, limiting certain deductions, including limiting the deductibility of interest expense to </span><span style="font-family:inherit;font-size:10pt;"><span>30%</span></span><span style="font-family:inherit;font-size:10pt;"> of U.S. Earnings Before Interest, Taxes, Depreciation and Amortization, imposing a mandatory one-time deemed repatriation tax on accumulated foreign earnings and creating a territorial tax system that changes the manner in which future foreign earnings are subject to U.S. tax. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin 118 that allows us to record provisional amounts related to the impacts of the Tax Act during a measurement period not to extend beyond one year of the enactment date. We currently are analyzing the Tax Act and have made reasonable estimates of the effects on our Consolidated Financial Statements and tax disclosures, including the amount of the deemed repatriation tax and changes to our existing deferred tax balances.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The deemed repatriation tax is based on our accumulated foreign earnings and profits that we previously deferred from U.S. income taxes. We recorded an estimated amount for our repatriation tax liability of </span><span style="font-family:inherit;font-size:10pt;"><span>$170 million</span></span><span style="font-family:inherit;font-size:10pt;"> as of December 31, 2017. In addition, we remeasured certain net deferred tax assets and liabilities based on the tax rates at which they are expected to reverse in the future. The estimated amount recorded related to the remeasurement of these balances was a net expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$75 million</span></span><span style="font-family:inherit;font-size:10pt;">. Lastly, we recorded a valuation allowance of </span><span style="font-family:inherit;font-size:10pt;"><span>$189 million</span></span><span style="font-family:inherit;font-size:10pt;"> on our remaining foreign tax credit carryforwards which are unlikely to be realized under the U.S. territorial tax system. The estimated total impact upon enactment of the Tax Act is </span><span style="font-family:inherit;font-size:10pt;"><span>$434 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We consider the key estimates on the deemed repatriation tax, net deferred tax remeasurement and the impact on our foreign tax credit carryforwards to be incomplete due to our continuing analysis of final year-end data and tax positions. Our analysis could affect the measurement of these balances and give rise to new deferred and other tax assets and liabilities. Since the Tax Act was passed late in the fourth quarter of 2017, and further guidance and accounting interpretation is expected over the next 12 months, our review is still pending. We expect to complete our analysis of the amounts recorded upon enactment of the Tax Act within the measurement period of one year.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The details of 2017 and 2016 deferred tax assets (liabilities) are set forth below:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:78%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax credit carryforwards</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>311</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>284</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Employee benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>94</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Share-based compensation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Self-insured casualty claims</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease-related liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Various liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income and other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross deferred tax assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>847</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,147</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax asset valuation allowances</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(421</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(195</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net deferred tax assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>426</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>952</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible assets, including goodwill</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(69</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(107</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deemed repatriation tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(170</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(36</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross deferred tax liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(293</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(187</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net deferred tax assets (liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>765</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:78%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reported in Consolidated Balance Sheets as:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>139</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>772</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other liabilities and deferred credits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>765</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of December 31, 2017, we had approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$3.2 billion</span></span><span style="font-family:inherit;font-size:10pt;"> of unremitted foreign earnings. We have historically reinvested all the unremitted earnings of our foreign subsidiaries and affiliates, and therefore have not recognized any U.S. deferred tax liability on these earnings. However, upon the enactment of the Tax Act, the unremitted earnings of our foreign subsidiaries and affiliates are subject to U.S. tax due to the mandatory deemed repatriation tax on accumulated foreign earnings provision. As a result, we recognized a one-time income tax expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$170 million</span></span><span style="font-family:inherit;font-size:10pt;">. Our intent is to indefinitely reinvest our unremitted earnings outside the U.S. and our current plans do not demonstrate a need to repatriate these amounts to fund our U.S. operations. Thus, for our investments in foreign subsidiaries where the carrying values for financial reporting exceed the tax basis, we have not provided taxes, other than U.S. federal taxes, for the portion of the excess that we believe is permanently invested, as we have the ability and intent to indefinitely postpone these basis differences from reversing with a tax consequence. However, if these funds were repatriated, we would be required to accrue and pay applicable income taxes (if any) and withholding taxes payable to various countries. A determination of the deferred tax liability on this amount is not practicable. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, the Company has foreign operating and capital loss carryforwards of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.5 billion</span></span><span style="font-family:inherit;font-size:10pt;"> and U.S. state operating loss and tax credit carryforwards of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> and U.S. federal tax credit carryforwards of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.3 billion</span></span><span style="font-family:inherit;font-size:10pt;">.  A valuation allowance of </span><span style="font-family:inherit;font-size:10pt;"><span>$434 million</span></span><span style="font-family:inherit;font-size:10pt;"> has been recorded against the carryforwards that are not likely to be realized. 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:</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:35%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year of Expiration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019-2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023-2036</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Indefinitely</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>376</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>516</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. state</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>61</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,012</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,073</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>238</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>305</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,335</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,894</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We recognize the benefit of positions taken or expected to be taken in tax returns in the Consolidated 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company had </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$91 million</span></span><span style="font-family:inherit;font-size:10pt;"> of unrecognized tax benefits at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;">, respectively, </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$87 million</span></span><span style="font-family:inherit;font-size:10pt;"> of which are temporary in nature and if recognized, would not impact the effective income tax rate.  A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Beginning of Year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Additions on tax positions - current year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Additions for tax positions - prior years</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Reductions for tax positions - prior years</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Reductions for settlements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Reductions due to statute expiration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Foreign currency translation adjustment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">End of Year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>100</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:174%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company believes its unrecognized tax benefits will not materially increase or decrease in the next 12 months. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s income tax returns are subject to examination in the U.S. federal jurisdiction and numerous U.S. state and foreign jurisdictions.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company has settled audits with the IRS through fiscal year 2010. Our operations in certain foreign jurisdictions remain subject to examination for tax years as far back as 2006, some of which years are currently under audit by local tax authorities.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The accrued interest and penalties related to income taxes at December 31, 2017 and December 31, 2016 are set forth below:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:81.0546875%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:68%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued interest and penalties</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;">, a net expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, a net benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and a net expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, for interest and penalties was recognized in our Consolidated Statements of Income as components of its Income tax provision. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>In October 2016, the Company completed the separation of its China business into an independent publicly-traded company. The transaction has been treated as qualifying as a tax-free reorganization for U.S. income tax purposes. In addition, the Company considered the China indirect income tax on indirect transfers of assets by nonresident enterprises and concluded that it does not apply to the separation transaction. U.S. and foreign income before taxes are set forth below:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:61%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>662</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>366</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>480</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,612</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>979</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>773</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,345</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 662000000 366000000 480000000 1612000000 979000000 773000000 2274000000 1345000000 1253000000 The details of our income tax provision (benefit) are set forth below:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:83.0078125%;border-collapse:collapse;text-align:left;"><tr><td colspan="15"/></tr><tr><td style="width:13%;"/><td style="width:1%;"/><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>126</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>267</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>290</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>299</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>428</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>603</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(116</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>634</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(101</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>934</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> -2000000 126000000 267000000 290000000 160000000 133000000 12000000 13000000 28000000 300000000 299000000 428000000 603000000 19000000 -116000000 19000000 3000000 15000000 12000000 6000000 0 634000000 28000000 -101000000 934000000 327000000 327000000 The reconciliation of income taxes calculated at the U.S. federal statutory rate to our effective tax rate is set forth below:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="22"/></tr><tr><td style="width:38%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. federal statutory rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>797</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>473</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>438</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State income tax, net of federal tax benefit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory rate differential attributable to foreign operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(212</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9.3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(143</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10.5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(175</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13.7</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments to reserves and prior years</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.8</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.0</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Share-based payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(117</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Change in valuation allowances</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.0</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(25</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax Act Enactment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>434</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective income tax rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>934</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24.3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>327</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr></table></div> 797000000 0.350 473000000 0.350 438000000 0.350 11000000 0.005 15000000 0.011 12000000 0.009 -212000000 -0.093 -143000000 -0.105 -175000000 -0.137 12000000 0.005 -11000000 -0.008 13000000 0.010 117000000 -0.051 0 0 0 0 34000000 0.015 -3000000 -0.002 41000000 0.030 -25000000 -0.011 -4000000 -0.003 -2000000 -0.001 434000000 0.191 0 0 0 0 934000000 0.411 327000000 0.243 327000000 0.261 117000000 34000000 189000000 -3000000 14000000 17000000 41000000 17000000 24000000 0.35 0.21 0.30 170000000 75000000 189000000 434000000 The details of 2017 and 2016 deferred tax assets (liabilities) are set forth below:<div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:78%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax credit carryforwards</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>311</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>284</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Employee benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>94</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Share-based compensation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Self-insured casualty claims</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease-related liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Various liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income and other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross deferred tax assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>847</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,147</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax asset valuation allowances</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(421</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(195</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net deferred tax assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>426</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>952</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible assets, including goodwill</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(69</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(107</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property, plant and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deemed repatriation tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(170</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(36</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross deferred tax liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(293</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(187</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net deferred tax assets (liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>765</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:78%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reported in Consolidated Balance Sheets as:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>139</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>772</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other liabilities and deferred credits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>765</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 216000000 172000000 4000000 184000000 311000000 284000000 94000000 185000000 58000000 100000000 7000000 32000000 51000000 65000000 51000000 56000000 24000000 37000000 31000000 32000000 847000000 1147000000 421000000 195000000 426000000 952000000 69000000 107000000 18000000 46000000 170000000 0 36000000 34000000 293000000 187000000 133000000 765000000 139000000 772000000 6000000 7000000 133000000 765000000 3200000000 170000000 500000000 1100000000 300000000 434000000 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:<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:35%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year of Expiration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019-2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023-2036</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Indefinitely</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>376</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>516</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. state</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>61</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,012</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,073</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>238</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>305</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,335</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,894</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 9000000 46000000 85000000 376000000 516000000 0 61000000 1012000000 0 1073000000 0 67000000 238000000 0 305000000 9000000 174000000 1335000000 376000000 1894000000 100000000 91000000 10000000 87000000 A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:<div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Beginning of Year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Additions on tax positions - current year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Additions for tax positions - prior years</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Reductions for tax positions - prior years</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Reductions for settlements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Reductions due to statute expiration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">     Foreign currency translation adjustment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">End of Year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>100</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 91000000 98000000 3000000 0 8000000 1000000 0 5000000 1000000 1000000 1000000 2000000 0 0 100000000 91000000 The accrued interest and penalties related to income taxes at December 31, 2017 and December 31, 2016 are set forth below:<div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:81.0546875%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:68%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued interest and penalties</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 14000000 9000000 5000000 4000000 5000000 Reportable Operating Segments<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">See Note 1 for a description of our operating segments.</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,880</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,025</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,991</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,878</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,418</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit; Interest Expense, Net; and</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Before Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>981</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>871</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>835</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>341</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>367</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>351</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>619</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>595</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>546</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Franchise and license fees and income</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated restaurant costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(i)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Franchise and license expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate and unallocated G&amp;A expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(g)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(230</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(280</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Refranchising gain (loss)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,083</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Other income (expense)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(h)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,434</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other pension income (expense)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(j)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(40</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest expense, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(440</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(305</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(141</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations before income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,345</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>138</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>180</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>310</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>319</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital Spending</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>176</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>260</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>69</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>318</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>427</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>442</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Identifiable Assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,791</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,158</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>639</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,086</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,178</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,806</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,478</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,311</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,453</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-Lived Assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,537</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>310</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>778</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>859</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,319</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$2.8 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2017, </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2016 and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2015.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(b)    Amounts have not been allocated to any segment for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(c)    Primarily includes cash and deferred tax assets.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(d)    Includes PP&amp;E, goodwill, and intangible assets, net.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$3.0 billion</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2017 and 2016, respectively.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(f)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="padding-bottom:10px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(g)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$21 million</span></span><span style="font-family:inherit;font-size:10pt;">, non-cash charges associated with modifications of share-based compensation awards of </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> and costs associated with the Pizza Hut U.S. Transformation Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;">. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$61 million</span></span><span style="font-family:inherit;font-size:10pt;"> and non-cash charges associated with the modifications of share-based compensation awards of </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;">. See Note 5.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:10px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(h)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2017 and 2016, respectively. See Note 8.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:10px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(i)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5.</span></div></td></tr></table><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(j)</span></div><span style="font-family:inherit;font-size:10pt;">Amounts in 2017 include a non-cash charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$24 million</span></span> related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,880</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,025</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,991</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,878</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,418</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit; Interest Expense, Net; and</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Before Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>981</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>871</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>835</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>341</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>367</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>351</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>619</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>595</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>546</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Franchise and license fees and income</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated restaurant costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(i)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Franchise and license expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate and unallocated G&amp;A expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(g)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(230</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(280</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Refranchising gain (loss)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,083</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Other income (expense)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(h)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,434</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other pension income (expense)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(j)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(40</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest expense, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(440</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(305</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(141</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations before income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,345</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>138</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>180</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>310</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>319</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital Spending</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>176</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>260</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>69</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>318</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>427</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>442</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Identifiable Assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,791</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,158</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>639</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,086</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,178</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,806</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,478</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,311</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,453</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-Lived Assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,537</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>310</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>778</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>859</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,319</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$2.8 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2017, </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2016 and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2015.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(b)    Amounts have not been allocated to any segment for performance reporting purposes.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(c)    Primarily includes cash and deferred tax assets.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(d)    Includes PP&amp;E, goodwill, and intangible assets, net.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$3.0 billion</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in 2017 and 2016, respectively.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(f)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.</span></div></td></tr></table><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="padding-bottom:10px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(g)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$21 million</span></span><span style="font-family:inherit;font-size:10pt;">, non-cash charges associated with modifications of share-based compensation awards of </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> and costs associated with the Pizza Hut U.S. Transformation Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;">. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$61 million</span></span><span style="font-family:inherit;font-size:10pt;"> and non-cash charges associated with the modifications of share-based compensation awards of </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;">. See Note 5.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:10px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(h)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> in 2017 and 2016, respectively. See Note 8.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:10px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(i)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5.</span></div></td></tr></table><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(j)</span></div><span style="font-family:inherit;font-size:10pt;">Amounts in 2017 include a non-cash charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$22 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$24 million</span></span> related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,880</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,025</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,991</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,878</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,418</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 3110000000 3225000000 3222000000 893000000 1108000000 1205000000 1880000000 2025000000 1991000000 -5000000 -2000000 0 5878000000 6356000000 6418000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit; Interest Expense, Net; and</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Before Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>981</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>871</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>835</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>341</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>367</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>351</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>619</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>595</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>546</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Franchise and license fees and income</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated restaurant costs</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(i)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Franchise and license expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate and unallocated G&amp;A expenses</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(g)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(230</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(280</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(180</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Refranchising gain (loss)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,083</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unallocated Other income (expense)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(h)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,434</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other pension income (expense)</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)(j)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(32</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(40</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest expense, net</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(440</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(305</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(141</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations before income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,345</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 981000000 871000000 835000000 341000000 367000000 351000000 619000000 595000000 546000000 -5000000 -2000000 0 -10000000 0 0 30000000 24000000 71000000 230000000 280000000 180000000 1083000000 163000000 -23000000 -8000000 -8000000 -24000000 2761000000 1682000000 1434000000 47000000 32000000 40000000 -440000000 -305000000 -141000000 2274000000 1345000000 1253000000 <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>138</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>180</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>253</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>310</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>319</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:64%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital Spending</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2015</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>176</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>216</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>260</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>69</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>318</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>427</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>442</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Identifiable Assets</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,791</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,158</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>639</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,086</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,178</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(c)(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,806</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,478</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,311</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,453</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:76%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-Lived Assets</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(d)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">KFC Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,537</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pizza Hut Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>310</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taco Bell Division</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>778</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>859</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Corporate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,319</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 138000000 172000000 180000000 26000000 36000000 40000000 82000000 90000000 89000000 7000000 12000000 10000000 253000000 310000000 319000000 176000000 216000000 260000000 42000000 69000000 54000000 95000000 132000000 116000000 5000000 10000000 12000000 318000000 427000000 442000000 1791000000 2158000000 628000000 639000000 1086000000 1178000000 1806000000 1478000000 5311000000 5453000000 1200000000 1537000000 310000000 372000000 778000000 859000000 31000000 32000000 2319000000 2800000000 2800000000 3100000000 3100000000 3000000000.0 3100000000 21000000 18000000 13000000 61000000 30000000 -2000000 -9000000 22000000 -24000000 Contingencies<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Lease Guarantees</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As a result of having assigned our interest in obligations under real estate leases as a condition to the refranchising of certain Company-owned restaurants, and 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 </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, the potential amount of undiscounted payments we could be required to make in the event of non-payment by the primary lessee was approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$600 million</span></span><span style="font-family:inherit;font-size:10pt;">.  The present value of these potential payments discounted at our pre-tax cost of debt at </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> was </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">approximately </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;"><span>$500 million</span></span><span style="font-family:inherit;font-size:10pt;">.  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 </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> was not material.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Franchise Loan Pool and Equipment Guarantees</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 or the upgrade of existing restaurants and, to a lesser extent, in connection with the Company’s refranchising programs in the U.S. 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. We have provided guarantees of </span><span style="font-family:inherit;font-size:10pt;"><span>20%</span></span><span style="font-family:inherit;font-size:10pt;"> of the outstanding loans of the franchisee loan program. As such, at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> our guarantee exposure under this program is </span><span style="font-family:inherit;font-size:10pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:10pt;"> based on total loans outstanding of </span><span style="font-family:inherit;font-size:10pt;"><span>$15 million</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In addition to the guarantees described above, YUM has agreed to provide guarantees of up to </span><span style="font-family:inherit;font-size:10pt;"><span>$43 million</span></span><span style="font-family:inherit;font-size:10pt;"> on behalf of franchisees for several financing programs related to equipment purchases and refranchising. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, our guarantee exposure under these financing programs is </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> based on total loans outstanding of </span><span style="font-family:inherit;font-size:10pt;"><span>$31 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Insurance Programs</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> activity related to our net self-insured property and casualty reserves as of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="15"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Beginning Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Ending Balance</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017 Activity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(41</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>84</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016 Activity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Legal Proceedings</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We are subject to various claims and contingencies related to lawsuits, real estate, environmental and other matters arising in the normal course of business. An accrual is recorded with respect to claims or contingencies for which a loss is determined to be probable and reasonably estimable.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>We are currently engaged in various 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 Statements. 600000000 500000000 0.20 3000000 15000000 43000000 10000000 31000000 The following table summarizes the <span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2016</span><span style="font-family:inherit;font-size:10pt;"> activity related to our net self-insured property and casualty reserves as of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">.</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="15"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Beginning Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expense</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Ending Balance</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017 Activity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(41</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>84</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016 Activity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 98000000 27000000 41000000 84000000 102000000 42000000 46000000 98000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">Selected Quarterly Financial Data (Unaudited</span><span style="font-family:inherit;font-size:10pt;">)</span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">First</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Second</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Third</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fourth</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>902</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>909</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>871</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>890</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,572</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>515</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>539</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>565</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,306</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,417</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,448</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,436</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,577</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,878</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restaurant profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>161</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>154</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>159</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>618</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>484</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>643</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,215</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>280</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>206</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>418</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>436</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,340</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.59</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.29</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.86</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends declared per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">First</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Second</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Third</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fourth</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>953</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,006</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>992</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,238</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,189</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>490</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>503</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>526</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,167</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,443</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,509</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,518</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,886</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restaurant profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>148</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>161</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>224</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>700</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>415</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>398</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>520</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>226</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>218</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>308</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,018</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income (loss) from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>138</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>70</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>422</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>364</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>336</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>640</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>303</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,643</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.84</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings (loss) per common share from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.09</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.59</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.88</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.64</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings (loss) per common share from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.07</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends declared per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.73</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes net gains from refranchising initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$111 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$19 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$201 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$752 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$7 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$12 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$16 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first and second quarters, respectively.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div><span style="font-family:inherit;font-size:10pt;">Includes net gains from refranchising initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$54 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$21 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$88 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$33 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span> in the first, second and fourth quarters, respectively. See Note 5. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">First</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Second</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Third</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fourth</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>902</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>909</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>871</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>890</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,572</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>515</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>539</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>565</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,306</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,417</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,448</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,436</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,577</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,878</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restaurant profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>161</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>154</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>159</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>618</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>484</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>643</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,215</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>280</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>206</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>418</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>436</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,340</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.59</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.29</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.86</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends declared per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">First</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Second</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Third</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fourth</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Quarter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>953</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,006</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>992</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,238</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,189</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Franchise and license fees and income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>490</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>503</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>526</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,167</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,443</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,509</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,518</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,886</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,356</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restaurant profit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>148</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>161</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>224</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>700</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating Profit</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>415</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>398</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>520</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income from continuing operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>226</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>218</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>308</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,018</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income (loss) from discontinued operations, net of tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>138</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>70</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>422</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>625</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Income</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>364</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>336</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>640</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>303</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,643</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.84</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings (loss) per common share from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.09</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.59</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic earnings per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.88</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.65</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings per common share from continuing operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.64</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.54</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings (loss) per common share from discontinued operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.07</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.56</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted earnings per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.87</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.82</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends declared per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.51</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.30</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.73</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes net gains from refranchising initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$111 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$19 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$201 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$752 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$7 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$12 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$16 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the first and second quarters, respectively.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(b)</span></div><span style="font-family:inherit;font-size:10pt;">Includes net gains from refranchising initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$54 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$21 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$88 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$33 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span> in the first, second and fourth quarters, respectively. See Note 5. 902000000 909000000 871000000 890000000 3572000000 515000000 539000000 565000000 687000000 2306000000 1417000000 1448000000 1436000000 1577000000 5878000000 144000000 161000000 154000000 159000000 618000000 484000000 419000000 643000000 1215000000 2761000000 280000000 206000000 418000000 436000000 1340000000 0.78 0.59 1.21 1.29 3.86 0.77 0.58 1.18 1.26 3.77 0.30 0.30 0 0.30 0.90 953000000 1006000000 992000000 1238000000 4189000000 490000000 503000000 526000000 648000000 2167000000 1443000000 1509000000 1518000000 1886000000 6356000000 148000000 167000000 161000000 224000000 700000000 349000000 415000000 398000000 520000000 1682000000 226000000 266000000 218000000 308000000 1018000000 138000000 70000000 422000000 -5000000 625000000 364000000 336000000 640000000 303000000 1643000000 0.55 0.65 0.56 0.84 2.58 0.33 0.17 1.09 -0.01 1.59 0.88 0.82 1.65 0.83 4.17 0.54 0.64 0.55 0.83 2.54 0.33 0.17 1.07 -0.01 1.56 0.87 0.81 1.62 0.82 4.10 0.46 0.46 0.51 0.30 1.73 111000000 19000000 201000000 752000000 7000000 4000000 4000000 8000000 12000000 8000000 11000000 3000000 5000000 4000000 5000000 2000000 16000000 54000000 21000000 88000000 4000000 30000000 33000000 30000000 9000000 8000000 9000000 Subsequent Events<div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">On February 7, 2018, certain of our subsidiaries entered into a master services agreement with a subsidiary of Grubhub Inc. (“Grubhub”), the leading online and mobile takeout food-ordering company in the U.S., which is intended to provide dedicated support for the KFC and Taco Bell branded online delivery channels in the U.S. through Grubhub’s online ordering platform, logistics and last-mile support for delivery orders, as well as point-of-sale integration to streamline operations. Concurrently with the master services agreement, one of our subsidiaries entered into an investment agreement with Grubhub to invest </span><span style="font-family:inherit;font-size:10pt;"><span>$200 million</span></span><span style="font-family:inherit;font-size:10pt;"> in exchange for approximately </span><span style="font-family:inherit;font-size:10pt;"><span>2.8 million</span></span> shares of Grubhub common stock, subject to customary closing conditions. In connection with the closing of the investment, Grubhub has agreed to appoint a YUM representative to Grubhub’s Board of Directors. We expect the closing of the investment to occur prior to the end of the first quarter of 2018. 200000000 2800000 Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5. Amounts have not been allocated to any segment for performance reporting purposes. Includes PP&E, goodwill, and intangible assets, net. Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016. Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising. Includes Yum China financial results from January 1, 2016 to October 31, 2016. For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5. Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees. Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits. 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 debt issuance. 2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016. Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3). Investments held directly by the Plan. Interest payments commenced approximately six months after issuance date and are payable semi-annually thereafter. See Note 13 for details on amounts reclassified from AOCI. Includes $18 million due to appreciation in the market price of Yum China's stock. See Note 5. During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft. We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates. U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $2.8 billion in 2017, $3.1 billion in 2016 and $3.1 billion in 2015. Outstanding awards include 943 options and 17,342 SARs with weighted average exercise prices of $36.63 and $45.30, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China. U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled $3.0 billion and $3.1 billion in 2017 and 2016, respectively. Primarily includes cash and deferred tax assets. Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements. We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets. Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5. Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively. Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of $2 million and $9 million in 2017 and 2016, respectively. See Note 8. Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017. Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016. Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of $24 million related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5. Includes securities held in common trusts and investments held directly by the Plan. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of $5 million, historical pension data adjustment of $22 million, settlement charges of $20 million, amortization of prior service cost of $5 million and related income tax benefit of $18 million. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of $6 million, settlement charges of $33 million, amortization of prior service cost of $5 million and related income tax benefit of $17 million. See Note 15. 2017 and 2016 exclude net unsettled trade payables of $56 million and $19 million, respectively. Reflects a weighted average due to interim remeasurements in 2017. Securities held in common trusts. Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense. Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5. Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of $32 million and $40 million, respectively. See Note 2. Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of $21 million, non-cash charges associated with modifications of share-based compensation awards of $18 million and costs associated with the Pizza Hut U.S. Transformation Agreement of $13 million. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of $61 million and non-cash charges associated with the modifications of share-based compensation awards of $30 million. See Note 5. Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest. In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee. Short-term investments in money market funds. Primarily represents gains of $24 million related to the refranchising of certain international restaurants which occurred in December 2016. 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. During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation. Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11. Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5. During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2). Includes $30 million due to modifications of awards in connection with the Separation that was not allocated to any of our operating segments for performance purposes. See Note 5. XML 17 R1.htm IDEA: XBRL DOCUMENT v3.8.0.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2017
Feb. 14, 2018
Jun. 30, 2017
Document And Entity Information [Abstract]      
Entity Registrant Name YUM BRANDS INC    
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2017    
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     $ 25,400,000,000
Entity Common Stock, Shares Outstanding   332,513,103  
Document Fiscal Year Focus 2017    
Document Fiscal Period Focus FY    
XML 18 R2.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Statements of Income - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Revenues      
Total revenues   $ 6,356 $ 6,418
Company restaurants      
Refranchising (gain) loss $ (1,083) (163) 23
Operating Profit 2,761 1,682 1,434
Other Pension (income) expense [1] 47 [2] 32 [2] 40
Interest expense, net [1] 440 305 141
Income from Continuing Operations Before Income Taxes 2,274 1,345 1,253
Income from continuing operations   1,018 926
Income from discontinued operations, net of tax   625 357
Net Income $ 1,340 $ 1,643 $ 1,283
Basic Earnings Per Common Share (in dollars per share) $ 3.86 $ 4.17 $ 2.95
Diluted Earnings Per Common Share (in dollars per share) 3.77 4.10 2.90
Dividends Declared Per Common Share (in dollars per share) $ 0.90 $ 1.73 $ 1.74
Continuing Operations [Member]      
Revenues      
Company sales $ 3,572 $ 4,189 $ 4,336
Franchise and license fees and income 2,306 2,167 2,082
Total revenues 5,878 6,356 6,418
Company restaurants      
Food and paper 1,103 1,267 1,340
Payroll and employee benefits 939 1,106 1,125
Occupancy and other operating expenses 912 1,116 1,162
Company restaurant expenses 2,954 3,489 3,627
General and administrative expenses 999 1,129 1,058
Franchise and license expenses 237 201 240
Closures and impairment (income) expenses 3 15 16
Refranchising (gain) loss (1,083) (163) 23
Other (income) expense 7 3 20
Operating Expenses 3,117 4,674 4,984
Operating Profit 2,761 [3] 1,682 [4] 1,434
Other Pension (income) expense 47 32 40
Interest expense, net 440 305 141
Income from Continuing Operations Before Income Taxes 2,274 1,345 1,253
Income tax provision 934 327 327
Income from continuing operations $ 1,340 $ 1,018 $ 926
Basic Earnings Per Common Share (in dollars per share) $ 3.86 $ 2.58 $ 2.13
Diluted Earnings Per Common Share (in dollars per share) $ 3.77 $ 2.54 $ 2.09
Discontinued Operations [Member]      
Revenues      
Company sales   $ 5,667 [5] $ 6,789
Franchise and license fees and income   109 [5] 120
Company restaurants      
Company restaurant expenses   4,766 [5] 5,913
General and administrative expenses [6]   406 [5] 405
Franchise and license expenses   45 [5] 48
Closures and impairment (income) expenses   57 [5] 64
Refranchising (gain) loss   (12) [5] (13)
Interest expense, net   (8) [5] (7)
Income tax provision   (65) [5],[7] 164
Income from discontinued operations, net of tax $ 0 $ 625 [5] $ 357
Basic Earnings Per Common Share (in dollars per share)   $ 1.59 $ 0.82
Diluted Earnings Per Common Share (in dollars per share)   $ 1.56 $ 0.81
[1] Amounts have not been allocated to any segment for performance reporting purposes.
[2] Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of $24 million related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5.
[3] Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.
[4] Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.
[5] Includes Yum China financial results from January 1, 2016 to October 31, 2016.
[6] Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.
[7] During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation.
XML 19 R3.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Statement of Comprehensive Income - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Net Income (loss) - YUM! Brands, Inc. $ 1,340 $ 1,643 $ 1,283
Adjustments and gains (losses) arising during the year 115 (174) (231)
Reclassifications of adjustments and (gains) losses into Net Income 55 (11) 115
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax 170 (185) (116)
Tax (expense) benefit (8) 21 0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 162 (164) (116)
Unrealized gains (losses) arising during the year (17) (62) 101
Reclassification of (gains) losses into Net Income 52 44 53
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Unrealized Gains (Losses), before Tax 35 (18) 154
Tax (expense) benefit (14) 4 (57)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 21 (14) 97
Unrealized gains (losses) arising during the year (52) 57 48
Reclassification of (gains) losses into Net Income 58 (22) (53)
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax 6 35 (5)
Tax (expense) benefit (2) (16) 0
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax 4 19 (5)
Other Comprehensive Income (Loss), Net of Tax 187 (159) (24)
Comprehensive Income - Yum! Brands, Inc. $ 1,527 $ 1,484 $ 1,259
XML 20 R4.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Cash Flows - Operating Activities      
Net Income $ 1,340 $ 1,643 $ 1,283
Income from discontinued operations, net of tax   (625) (357)
Depreciation and amortization 253 310 319
Refranchising (gain) loss (1,083) (163) 23
Cash Flows - Investing Activities      
Proceeds from refranchising of restaurants 1,773 370 213
Continuing Operations [Member]      
Cash Flows - Operating Activities      
Depreciation and amortization 253 310 319
Closures and impairment (income) expenses 3 15 16
Refranchising (gain) loss (1,083) (163) 23
Contributions to defined benefit pension plans (55) (41) (98)
Deferred income taxes 634 28 (101)
Share-based compensation expense 65 80 46
Changes in accounts and notes receivable (19) (23) (36)
Changes in inventories 3 1 (4)
Changes in prepaid expenses and other current assets (13) (1) (14)
Changes in accounts payable and other current liabilities (173) (40) 55
Changes in income taxes payable (55) 20 53
Other, net 130 44 75
Net Cash Provided by Operating Activities 1,030 1,248 1,260
Cash Flows - Investing Activities      
Capital spending (318) (427) (442)
Proceeds from refranchising of restaurants 1,773 370 213
Other, net 17 53 30
Net Cash Used in Investing Activities 1,472 (4) (199)
Cash Flows - Financing Activities      
Proceeds from long-term debt 1,088 6,900 0
Repayments of long-term debt (385) (323) (267)
Revolving credit facilities, three months or less, net 0 (685) 303
Short-term borrowings by original maturity      
More than three months - proceeds 0 1,400 609
More than three months - payments 0 (2,000) 0
Three months or less, net 0 0 0
Repurchase shares of Common Stock (1,960) (5,403) (1,200)
Dividends paid on Common Stock (416) (744) (730)
Debt issuance costs (32) (86) 0
Other, net (90) (92) (39)
Net Cash Used in Financing Activities (1,795) (744) (1,089)
Effect of Exchange Rate on Cash and Cash Equivalents 61 (34) 0
Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Continuing Operations 768 466 (28)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Beginning of Year 831 365 393
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - End of Year 1,599 831 365
Discontinued Operations [Member]      
Cash Flows - Operating Activities      
Income from discontinued operations, net of tax 0 (625) [1] (357)
Closures and impairment (income) expenses   57 [1] 64
Refranchising (gain) loss   (12) [1] (13)
Net Cash Provided by Operating Activities 0 829 931
Cash Flows - Investing Activities      
Net Cash Used in Investing Activities 0 (287) (493)
Short-term borrowings by original maturity      
Net transfers from discontinued operations 0 289 235
Net Cash Used in Financing Activities $ 0 $ (292) $ (234)
[1] Includes Yum China financial results from January 1, 2016 to October 31, 2016.
XML 21 R5.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Current Assets    
Total Current Assets $ 2,507 $ 1,505
Total Assets 5,311 5,453
Current Liabilities    
Short-term borrowings 375 66
Total Current Liabilities 1,512 1,306
Long-term debt 9,429 9,059
Total Liabilities 11,645 11,068
Shareholders' Equity    
Total Shareholders' Equity (6,334) (5,615)
Total Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity 5,311 5,453
Continuing Operations [Member]    
Current Assets    
Cash and cash equivalents 1,522 725
Accounts and notes receivable, net 400 370
Inventories 13 37
Prepaid expenses and other current assets 371 236
Advertising cooperative assets, restricted 201 137
Property, Plant and equipment, net 1,697 2,113
Goodwill 512 536
Intangible assets, net 110 151
Other assets 346 376
Deferred income taxes 139 772
Total Assets 5,311 5,453
Current Liabilities    
Accounts payable and other current liabilities 813 1,067
Income taxes payable 123 36
Short-term borrowings 375 66
Advertising cooperative liabilities 201 137
Long-term debt 9,429 9,059
Other liabilities and deferred credits 704 703
Shareholders' Equity    
Common stock, no par value, 750 shares authorized; 332 shares and 355 shares issued in 2017 and 2016, respectively 0 0
Retained earnings (6,063) (5,157)
Accumulated other comprehensive income (loss) $ (271) $ (458)
XML 22 R6.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
shares in Millions, $ / shares in Millions
Dec. 31, 2017
Dec. 31, 2016
Shareholders' Equity (Deficit)    
Common Stock, par value $ 0 $ 0
Common Stock, shares authorized 750 750
Common Stock, shares issued 332 355
XML 23 R7.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Statements of Shareholders' Equity
shares in Thousands, $ in Millions
USD ($)
shares
Common Stock
USD ($)
shares
Retained Earnings
USD ($)
Accumulated Other Comprehensive Income (Loss)
USD ($)
Noncontrolling Interest
USD ($)
Total Permanent Equity
USD ($)
Redeemable Noncontrolling Interest
USD ($)
Discontinued Operations [Member]
Retained Earnings
USD ($)
Discontinued Operations [Member]
Accumulated Other Comprehensive Income (Loss)
USD ($)
Discontinued Operations [Member]
Noncontrolling Interest
USD ($)
Discontinued Operations [Member]
Total Permanent Equity
USD ($)
Balance at Dec. 31, 2014   $ 0 $ 1,784 $ (228) $ 57 $ 1,613 $ 9        
Balance (in shares) at Dec. 31, 2014 | shares   434,000                  
Net Income (loss) - YUM! Brands, Inc. $ 1,283   1,283                
Net Income (loss) - noncontrolling interests         6            
Net Income (loss) - including noncontrolling interest           1,289 (1)        
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact)       (228)              
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - noncontrolling interest (net of tax impact)         (4)            
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - including noncontrolling interest (net of tax impact)           (232) (2)        
Reclassifications of adjustments and (gains) losses into Net Income 115     112   112          
Pension and post-retirement benefit plans (net of tax impact) 97     97   97          
Net unrealized gain (loss) on derivative instruments (net of tax impact)       (5)   (5)          
Comprehensive income - including noncontrolling interests           1,261 (3)        
Dividends declared     (756)     (756)          
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests   $ (1)     1 0          
Repurchase of shares of Common Stock $ (1,200) $ (76) (1,124)     (1,200)          
Repurchase of shares of Common Stock (in shares) | shares (15,942) (16,000)                  
Employee stock option and SARs exercises (includes tax impact)   $ (7)       (7)          
Employee stock option and SARs exercises (in shares) | shares   2,000                  
Compensation-related events (includes tax impact)   $ 68       68          
Balance at Dec. 31, 2015   $ 0 1,187 (252) 58 993 6        
Balance (in shares) at Dec. 31, 2015 | shares   420,000                  
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax $ 3                    
Other Comprehensive Income (Loss), Foreign Currency Translation Reclassification Adjustment from AOCI, Tax (3)                    
Pension and post-retirement benefit plans (tax impact) (57)                    
Employee Stock Option And SARs Exercises Value, Tax (50)                    
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax 0                    
Net Income (loss) - YUM! Brands, Inc. 1,643   1,643                
Net Income (loss) - noncontrolling interests         18            
Net Income (loss) - including noncontrolling interest           1,661 (7)        
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact)       (153)              
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - noncontrolling interest (net of tax impact)         (3)            
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - including noncontrolling interest (net of tax impact)           (156) 1        
Reclassifications of adjustments and (gains) losses into Net Income (11)     (11)   (11)          
Pension and post-retirement benefit plans (net of tax impact) (14)     (14)   (14)          
Net unrealized gain (loss) on derivative instruments (net of tax impact)       19   19          
Comprehensive income - including noncontrolling interests           1,499 (6)        
Dividends declared     (661)   (6) (667)          
Separation of China business               (1,927) (47) (67) (2,041)
Repurchase of shares of Common Stock $ (5,447) [1] $ (49) (5,399)     (5,448)          
Repurchase of shares of Common Stock (in shares) | shares (67,963) [1] (68,000)                  
Employee stock option and SARs exercises (includes tax impact)   $ 4       4          
Employee stock option and SARs exercises (in shares) | shares   3,000                  
Compensation-related events (includes tax impact)   $ 53       53          
Balance at Dec. 31, 2016 $ (5,615) $ 0 (5,157) (458) 0 (5,615) 0        
Balance (in shares) at Dec. 31, 2016 | shares   355,000                  
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax 21                    
Pension and post-retirement benefit plans (tax impact) 4                    
Employee Stock Option And SARs Exercises Value, Tax (85)                    
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax (16)                    
Net Income (loss) - YUM! Brands, Inc. 1,340   1,340                
Net Income (loss) - including noncontrolling interest           1,340          
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact)       107              
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - including noncontrolling interest (net of tax impact)           107          
Reclassifications of adjustments and (gains) losses into Net Income 55     55   55          
Pension and post-retirement benefit plans (net of tax impact) 21     21   21          
Net unrealized gain (loss) on derivative instruments (net of tax impact)       4   4          
Comprehensive income - including noncontrolling interests           1,527          
Dividends declared     (311)     (311)          
Repurchase of shares of Common Stock $ (1,915) [1] $ 0 (1,915)     (1,915)          
Repurchase of shares of Common Stock (in shares) | shares (26,561) [1] (27,000)                  
Employee stock option and SARs exercises (includes tax impact)   $ 58 (20)     78          
Employee stock option and SARs exercises (in shares) | shares   4,000                  
Compensation-related events (includes tax impact)   $ 58       58          
Balance at Dec. 31, 2017 $ (6,334) $ 0 $ (6,063) $ (271) $ 0 $ (6,334) $ 0        
Balance (in shares) at Dec. 31, 2017 | shares   332,000                  
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax (8)                    
Pension and post-retirement benefit plans (tax impact) (14)                    
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax $ (2)                    
[1] 2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.
XML 24 R8.htm IDEA: XBRL DOCUMENT v3.8.0.1
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Statement of Stockholders' Equity [Abstract]      
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax $ (8) $ 21 $ 3
Other Comprehensive Income (Loss), Foreign Currency Translation Reclassification Adjustment from AOCI, Tax     (3)
Pension and post-retirement benefit plans (tax impact) (14) 4 (57)
Employee Stock Option And SARs Exercises Value, Tax   (85) (50)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax $ (2) $ (16) $ 0
XML 25 R9.htm IDEA: XBRL DOCUMENT v3.8.0.1
Description of Business
 12 Months Ended
Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business

YUM! Brands, Inc. and its Subsidiaries (collectively referred to herein as “YUM” or the “Company”) comprise the worldwide operations of KFC, Pizza Hut and Taco Bell (collectively the “Concepts”).  YUM has over 45,000 units of which 60% are located outside the U.S. in more than 135 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 or franchise a system of both traditional and non-traditional quick service restaurants.  The terms "franchise" or "franchisee" within these Consolidated Financial Statements are meant to describe third parties that operate units under either franchise or license agreements. 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, convenient, 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 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.  

As of December 31, 2017, YUM consisted of three operating segments:  

•
The KFC Division which includes our worldwide operations of the KFC concept
•
The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept
•
The Taco Bell Division which includes our worldwide operations of the Taco Bell concept

On October 31, 2016 (the “Distribution Date”), we completed the spin-off of our China business (the "Separation") into an independent, publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). On the Distribution Date, we distributed to each of our shareholders of record as of the close of business on October 19, 2016 (the “Record Date”) one share of Yum China common stock for each share of our Common Stock held as of the Record Date. The distribution was structured to be a tax free distribution to our U.S. shareholders for federal income tax purposes in the U.S. Yum China’s common stock trades on the New York Stock Exchange under the symbol “YUMC.” After the distribution, we do not beneficially own any shares of Yum China common stock.

Concurrent with the Separation, a subsidiary of the Company entered into a Master License Agreement with a subsidiary of Yum China for the exclusive right to use and sublicense the use of intellectual property owned by YUM and its affiliates for the development and operation of KFC, Pizza Hut and Taco Bell restaurants in China. Prior to the Separation, our operations in mainland China were reported in our former China Division segment results. As a result of the Separation, the results of operations and cash flows of the separated business are presented as discontinued operations in our Consolidated Statements of Income and Consolidated Statements of Cash Flows for all periods presented. See additional information related to the impact of the Separation in Note 4.
XML 26 R10.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
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 Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates. 

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 have an equity interest in any of our franchisee businesses.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees.  However, we do have variable interests in certain franchisees through real estate lease arrangements to which we are a party.  At the end of 2017, YUM has future lease payments due from franchisees, on a nominal basis, of approximately $725 million, and we are contingently liable on certain other lease agreements that have been assigned to franchisees. See the Lease Guarantees and Franchise Loan Pool and Equipment Guarantees sections in Note 20. As our franchise and license arrangements provide our franchisee 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 20 for additional information on our 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.

We participate in various advertising cooperatives with our franchisees 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-owned and franchise restaurants and are generally based on a percentage 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.  Advertising cooperative 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.  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 Company as 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 with regard to these contributions.  Thus, we do not reflect franchisee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows.

Fiscal Year.  Our fiscal years have historically ended on the last Saturday in December and, as a result, a 53rd week was added every five or six years.  The first three quarters of each fiscal year consisted of 12 weeks and the fourth quarter consisted of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks.  Our U.S. subsidiaries and certain international subsidiaries operated on similar fiscal calendars. Our remaining international subsidiaries operated on a monthly calendar, and thus never had 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.  Certain international subsidiaries within our KFC, Pizza Hut and Taco Bell divisions have historically closed approximately one month or one period earlier to facilitate consolidated reporting.

Fiscal year 2016 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar. The 53rd week added $76 million to Total revenues and $28 million to Operating Profit in our 2016 Consolidated Statement of Income.

On January 27, 2017, YUM’s Board of Directors approved a change in the Company's fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending December 31 of each year, commencing with the year ending December 31, 2017. In connection with this change, the Company moved from a 52-week periodic fiscal calendar with three 12-week interim quarters and a 16-week fourth quarter to a monthly reporting calendar with each quarter comprised of three months. Our U.S. subsidiaries continue to report on a period calendar as described above.

Concurrent with the change in the Company's fiscal year, we also eliminated the one month or one period reporting lags of our international subsidiaries. As a result of removing these reporting lags, each international subsidiary operates either on a monthly calendar consistent with the Company’s new calendar or on a periodic calendar consistent with our U.S. subsidiaries. We believe this change in our international subsidiary reporting calendars and the resulting elimination of reporting lags is preferable because a more current reporting calendar allows the Consolidated Financial Statements to more consistently and more timely reflect the impact of current events, economic conditions and global trends.

The change to the Company’s fiscal year and removal of the international reporting lags is effective in 2017. We have applied this change in accounting principle retrospectively to all prior financial periods presented and the impact of this change is summarized in Note 5. The impact of the change in accounting principle on the current period Consolidated Financial Statements is similar to the impact on the prior period results discussed in Note 5.

Foreign Currency.  The functional currency of our foreign entities is the currency of the primary economic environment in which the entity operates. Functional currency determinations are made based upon a number of economic factors, including but not limited to cash flows and financing transactions. The operations, assets and liabilities of our entities outside the U.S. are initially measured using the functional currency of that entity. Income and expense accounts for our operations of these foreign entities are then translated into U.S. dollars at the average exchange rates prevailing during the period. Assets and liabilities of these foreign entities are then translated into U.S. dollars at exchange rates in effect at the balance sheet date. As of December 31, 2017, net cumulative translation adjustment losses of $174 million are recorded in Accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheet.

The majority of our foreign currency net asset exposure is in countries where we have Company-owned restaurants. As we manage and share resources at the individual brand level within a country, cumulative translation adjustments are recorded and tracked at the foreign-entity level that represents the operations of our individual brands within that country. Translation adjustments recorded in AOCI are subsequently recognized as income or expense generally only upon sale of the related investment in a foreign entity, or upon a sale of assets and liabilities within a foreign entity that represents a complete or substantially complete liquidation of that foreign entity. For purposes of determining whether a sale or complete or substantially complete liquidation of an investment in a foreign entity has occurred, we consider those same foreign entities for which we record and track cumulative translation adjustments.

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 Statements 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, 2017. These reclassifications had no effect on previously reported Net Income, as restated.

Franchise Operations.  We execute store-level franchise agreements for units operated by third parties which set out the terms of our arrangement with the franchisee. Our franchise agreements typically require the franchisee to pay an initial, non-refundable fee upon an individual store opening 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. Additionally, we execute master franchise agreements in certain regions that transfer administrative and development obligations and sub-franchising rights to a franchisee in exchange for reduced franchise fees.  

The internal costs we incur to provide support services to our franchisees are charged to General and administrative expenses (“G&A”) as incurred.  Certain direct costs of our franchise 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 marketing funding, amortization expense for franchise-related intangible assets, value added taxes on royalties and certain other direct incremental franchise support costs.

Revenue Recognition. Revenues from Company-owned 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 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 as revenue when we have performed substantially all initial services required by the franchise agreement, which is generally upon the opening of a store.  We recognize continuing fees, which are based upon a percentage of franchisee sales as those sales occur and rental income is recognized as it is earned.  We recognize renewal fees when a renewal agreement with a franchisee becomes effective.  

While the majority of our franchise agreements are entered into with terms and conditions consistent with those at a prevailing market rate, there are instances when we enter into franchise agreements with terms that are not at market rates (for example, below-market continuing fees) for a specified period of time. We recognize the estimated value of terms in franchise agreements entered into concurrently with a refranchising transaction that are not consistent with market terms as part of the upfront Refranchising (gain) loss and amortize that amount into Franchise and license fees and income over the period such terms are in effect. The value of terms that are not considered to be at market within franchise agreements is estimated based upon the difference between the present value of the cash expected to be received under the franchise agreement and the present value of the cash that would have been expected to be received under a franchise agreement with terms substantially consistent with market.

Direct Marketing Costs.  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are based on a percentage of sales.  We charge direct marketing costs incurred outside of a cooperative 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.  Our advertising expenses were $245 million, $260 million and $253 million in 2017, 2016 and 2015, respectively.  We report the majority of our direct marketing costs in Occupancy and other operating expenses as they are incurred as a percentage of sales by Company-owned restaurants. Advertising incurred on behalf of franchised restaurants is recorded within Franchise and license expenses, including $25 million related to the Pizza Hut U.S. Transformation Agreement and $20 million related to the KFC U.S. Acceleration Agreement in 2017. See Note 5 for further discussion of these agreements.

Research and Development Expenses.  Research and development expenses, which we expense as incurred, are reported in G&A.  Research and development expenses were $22 million, $24 million and $23 million in 2017, 2016 and 2015, respectively.

Share-Based Employee Compensation.  We recognize ongoing 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, net of an assumed forfeiture rate, for 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. See Note 16 for further discussion of our share-based compensation plans.

Legal Costs. Settlement costs are accrued when they are deemed probable and reasonably 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 reasonably estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred. See Note 20 for further discussion of our legal proceedings.

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 it is more likely than not that we will 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 royalties we would receive under a franchise agreement with terms substantially at market.  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 it is more likely than not 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 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.  Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including any impairment charges discussed above, and associated termination, relocation or retention costs associated with store-level employees of refranchised stores or employees of restaurant-support centers which we have closed due to refranchising. We recognize gains on restaurant refranchisings when the sale transaction closes and control of the restaurant operations have transferred to the franchisee.

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.

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 are included in Refranchising (gain) loss.  Any 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, capital 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 or carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Income tax provision 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. We evaluate these amounts on a quarterly basis to ensure that they have been appropriately adjusted for audit settlements and other events we believe may impact the outcome. Changes in judgment that result in subsequent recognition, derecognition or a change in 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. We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision.

We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries (except for the U.S. tax provided for as part of the Tax Act enacted on December 22, 2017, see Note 18) to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans and expected cash requirements in the U.S.

See Note 18 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. Cash and overdraft balances that meet the criteria for right of setoff are presented net on our Consolidated Balance Sheet.

Receivables.  The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise and lease agreements.  Trade receivables consisting of royalties from franchisees, including Yum China, are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on our Consolidated Balance Sheet.  Yum China is our largest franchisee and we recorded franchise fee revenues of approximately $260 million from Yum China in 2017. Our provision for uncollectible franchisee 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 record provisions for estimated losses on receivables when we believe it probable that our franchisees 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.  We recorded $5 million, less than $1 million and $6 million in net provisions within Franchise and license expenses in 2017, 2016 and 2015, respectively, related to uncollectible franchise and license trade receivables.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.
 
 
 
2017
 
2016
Accounts and notes receivable
 
$
419

 
$
384

Allowance for doubtful accounts
 
(19
)
 
(14
)
Accounts and notes receivable, net
 
$
400

 
$
370


 
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, 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 record provisions for estimated losses on receivables when we believe it is probable that our franchisees 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, net while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled $38 million and $29 million (net of an allowance of $2 million) at December 31, 2017 and December 31, 2016, respectively.  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 historically 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 PP&E 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 leasehold improvements, 3 to 20 years for machinery and equipment and 3 to 7 years for capitalized software costs.  We suspend depreciation and amortization on assets that are held for sale.

Leases and Leasehold Improvements.  The Company leases land, buildings or both for certain of its restaurants and restaurant support centers worldwide.  The length of our 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 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 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 it is probable 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.

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 business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions.

We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairment might exist.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, then the reporting unit’s fair value is compared to 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-owned restaurant 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.  

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.  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.  Appropriate adjustments are made if a franchise agreement includes terms that are determined to not be at prevailing market rates.  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-owned restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants.

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 an 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 cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument for a cash flow 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.

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, 2017 and December 31, 2016, all of the counterparties to our interest rate swaps, foreign currency 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.

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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, 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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, as an addition to Accumulated deficit.  Due to the large number of share repurchases of our stock over the past several years, our Common Stock balance is frequently zero at the end of any period.  Accordingly, $1,915 million, $5,399 million and $1,124 million in share repurchases in 2017, 2016 and 2015, respectively, and $20 million related to shares cancelled upon employee share-based award exercises in 2017 were recorded as an addition to Accumulated deficit. See Note 17 for additional information on our share repurchases.

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, which is calculated on a plan-by-plan basis. The projected benefit obligation and related funded status are determined using assumptions as of the end of each year. 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 AOCI.

The net periodic benefit costs associated with the Company's defined benefit pension and post-retirement medical plans are determined using assumptions regarding the projected benefit obligation and, for funded plans, the market-related value of plan assets as of the beginning of each year, or remeasurement period, it applicable. We record the service cost component of net periodic benefit costs in G&A. Non-service cost components are recorded in Other pension (income) expense. We have elected to use a market-related value of plan assets to calculate the expected return on assets, net of administrative and investment fees paid from plan assets, in net periodic benefit costs. We recognize differences in the fair value versus the market-related value of plan assets evenly over five years. For each individual plan we amortize into pension expense the net amounts in AOCI, as adjusted for the difference between the fair value and market-related value of plan assets, to the extent that such amounts exceed 10% of the greater of a plan’s projected benefit obligation or market-related value of assets, over the remaining service period of active participants in the plan or, for plans with no active participants, over the expected average life expectancy of the inactive participants in the plan. We record a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. We record a curtailment gain when the employees who are entitled to the benefits terminate their employment; we record a curtailment loss when it becomes probable a loss will occur.

We recognize settlement gains or losses only when we have determined that the cost of all settlements in a year will exceed the sum of the service and interest costs within an individual plan.

Recent Accounting Pronouncements. The Financial Accounting Standards Board (“FASB”) has issued standards to provide principles within a single framework for revenue recognition of transactions involving contracts with customers across all industri
es. These standards are effective for the Company in our first quarter of 2018 and we will adopt the standards using the modified retrospective method. Upon adoption, we will record an increase in Total Shareholders’ Deficit of approximately $230 million on our Consolidated Balance Sheet, which includes the impact to deferred taxes from adopting the standards. We expect the adoption of the standards to negatively impact 2018 Operating Profit by approximately $45 million. Significant changes to the Company’s accounting policies are summarized below.

These standards require that the transaction price received from customers be allocated to each separate and distinct performance obligation. The transaction price attributable to each separate and distinct performance obligation is then recognized as the performance obligations are satisfied. The services we provide related to upfront fees we receive from franchisees such as initial or renewal fees do not contain separate and distinct performance obligations from the franchise right and thus those upfront fees will be recognized as revenue over the term of each respective franchise agreement. We currently recognize upfront franchise fees such as initial and renewal fees when the related services have been provided, which is when a store opens for initial fees and when renewal options become effective for renewal fees. These standards require any unamortized portion of fees received prior to adoption be presented in our Consolidated Balance Sheet as a contract liability. Upon adoption we expect the recognition of unamortized upfront fees to increase Total Liabilities by approximately $390 million.

Similarly, the benefits we receive from incentive payments we may make to our franchisees (e.g. equipment funding provided under the KFC U.S. Acceleration Agreement, see Note 5) are not separate and distinct from the benefits we receive from the franchise right and thus those incentive payments will be amortized as a reduction of revenue over the period of expected cash flows from the franchise agreements to which the payment relates. Currently, we recognize any payments made to franchisees within our Consolidated Statements of Income when we are obligated to make the payment. These standards require any such unamortized portion of payments prior to adoption to be presented in our Consolidated Balance Sheet as an asset. Upon adoption we expect the recognition of unamortized incentive payments to increase Total Assets by approximately $140 million.

These standards will also have an impact on transactions currently not included in our revenues and expenses such as franchisee contributions to and subsequent expenditures from advertising cooperatives that we are required to consolidate and other cost reimbursement arrangements we have with our franchisees. We do not currently include these contributions and expenditures in our Consolidated Statements of Income or Cash Flows. The new standards will impact the principal/agent determinations in these arrangements by superseding industry-specific guidance included in current GAAP. When we are the principal in these transactions we will include the related contributions and expenditures within our Consolidated Statements of Income and Cash Flows. As a result of this change, we expect the increase in both Total revenues and Total costs and expenses, net in 2018 will approximate $1.0 billion, with no significant impact to Net Income. The assets and liabilities held by advertising cooperatives, which have historically been reported as Advertising cooperative assets, restricted and Advertising cooperative liabilities, respectively, will be included within the respective balance sheet caption to which the assets and liabilities relate.

These standards will not impact the recognition of our two largest sources of revenue, sales in company-owned restaurants and sales-based continuing fees from franchisees. Additionally, the new standards will not impact the recognition of refranchising gains and losses as these transactions are divestitures of businesses and thus outside the scope of the standards.

We are evaluating the impact of the standards on our disclosures of the Company’s revenues. Further, we are currently implementing internal controls related to the recognition and presentation of the Company’s revenues under these new standards.

In March 2016, the FASB issued guidance related to stock-based compensation which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including their income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. We adopted this standard beginning with the quarter ended March 31, 2017.

The impact of adoption included the recognition of excess tax benefits within our income tax provision for share-based payments made of $117 million during the year ended December 31, 2017. Additionally, the standard requires these excess tax benefits be reported as operating activities in the Consolidated Statements of Cash Flows as opposed to within financing activities as they have been historically reported. We elected retrospective presentation of excess tax benefits as operating cash flows for prior years. As a result, $83 million and $46 million of excess tax benefits previously presented as a financing activity have been reclassified to operating activities for the years ended December 31, 2016 and 2015, respectively, in our Consolidated Statements of Cash Flows. No other provisions of this standard had a material impact on the Company's Consolidated Financial Statements or disclosures.

In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost (collectively, "Benefit Costs"). The standard does not change the requirement that an employer report the service cost component of these Benefit Costs in the same line item or items as other compensation costs arising from services rendered by
employees during the period. However, the standard requires that the non-service components of these Benefit Costs be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. We early adopted the standard beginning with the quarter ended March 31, 2017, on a retrospective basis. As a result, for 2016 and 2015, we have reclassified $32 million and $40 million, respectively, related to non-service components of Benefit Costs from their prior Financial Statement captions (Payroll and employee benefits and G&A) into a new Financial Statement caption titled Other pension (income) expense in our Consolidated Statements of Income. The adoption of this standard does not impact Net Income.
XML 27 R11.htm IDEA: XBRL DOCUMENT v3.8.0.1
Earnings Per Common Share ("EPS")
 12 Months Ended
Dec. 31, 2017
Earnings Per Share [Abstract]  
Earnings Per Common Share (EPS) Earnings Per Common Share (“EPS”)

 
 
2017
 
2016
 
2015
Income from continuing operations
 
$
1,340

 
$
1,018

 
$
926

Income from discontinued operations
 
N/A

 
625

 
357

Net Income
 
$
1,340


$
1,643


$
1,283

Weighted-average common shares outstanding (for basic calculation)
 
347

 
394

 
435

Effect of dilutive share-based employee compensation
 
8

 
6

 
8

Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)
 
355

 
400

 
443

Basic EPS from continuing operations
 
$
3.86

 
$
2.58

 
$
2.13

Basic EPS from discontinued operations
 
N/A

 
1.59

 
0.82

Basic EPS
 
$
3.86


$
4.17


$
2.95

Diluted EPS from continuing operations
 
$
3.77

 
$
2.54

 
$
2.09

Diluted EPS from discontinued operations
 
N/A

 
1.56

 
$
0.81

Diluted EPS
 
$
3.77


$
4.10


$
2.90

Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a)
 
2.3

 
5.0

 
4.5


(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.
XML 28 R12.htm IDEA: XBRL DOCUMENT v3.8.0.1
Discontinued Operations
 12 Months Ended
Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Discontinued Operations

As discussed in Note 1, on October 31, 2016, the Company completed the Separation of our China business.

In connection with the Separation, the Company and Yum China entered into a Separation and Distribution Agreement as well as various other agreements that provide a framework for the relationships between the parties, including among others a Tax Matters Agreement, an Employee Matters Agreement, a Transition Services Agreement and a Master License Agreement. These agreements provided for the allocation between the Company and Yum China of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Separation and govern certain relationships between the Company and Yum China after the Separation.

For all the periods prior to the Separation, the financial results of Yum China are presented as Income from discontinued operations, net of tax in the Consolidated Statements of Income and Cash flows from discontinued operations in our Consolidated Statements of Cash Flows.

The financial results of Yum China presented in discontinued operations reflect the results of the former China Division, an operating segment of the Company until the Separation, adjusted for the inclusion of certain G&A, non-cash impairment charges, refranchising gains, interest and income taxes that were previously not allocated to but were related to the former China Division's historical results of operations.

Additionally, these financial results reflect a deduction for royalties on sales of KFC and Pizza Hut Company-owned stores in China that prior to the Separation were paid, pursuant to an intercompany franchise agreement, by an entity of Yum China to a Company entity. This royalty expense was not reflected in our China Division results that were presented prior to the Separation,
as it was then an intercompany transaction that was eliminated in consolidation, but has been reflected in our Company's discontinued operations as such royalty arrangement continued pursuant to the Master License Agreement. Additionally, our China Division results that were presented prior to the Separation have been adjusted to exclude the portion of the royalties paid by third-party franchisees in China that have historically and continue to be remitted to a Company entity. These adjustments to our previously presented China Division results in determining Income from discontinued operations, net of tax were offset by adjustments to our KFC and Pizza Hut Divisions' results such that there was no impact on total reported Net Income.

The following table presents the financial results of the Company’s discontinued operations:
 
 
2016(a)
 
2015
Company sales
 
$
5,667

 
$
6,789

Franchise and license fees and income
 
109

 
120

Company restaurant expenses
 
(4,766
)
 
(5,913
)
G&A expenses(b)
 
(406
)
 
(405
)
Franchise and license expenses
 
(45
)
 
(48
)
Closures and impairment expenses
 
(57
)
 
(64
)
Refranchising gain
 
12

 
13

Other income(c)
 
49

 
27

Interest income, net
 
8

 
7

Income from discontinued operations before income taxes
 
571

 
526

Income tax benefit (provision)(d)
 
65

 
(164
)
Income from discontinued operations - including noncontrolling interests
 
636

 
362

(Income) loss from discontinued operations - noncontrolling interests
 
(11
)
 
(5
)
Income from discontinued operations, net of tax
 
$
625

 
$
357


(a)
Includes Yum China financial results from January 1, 2016 to October 31, 2016.

(b)
Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.

(c)
Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest.

(d)
During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation.


Cash inflows from Yum China to the Company in 2017 and 2016, subsequent to the Separation, related to the Master License Agreement was $217 million and $16 million, respectively, net of taxes paid and primarily related to royalty revenues.
XML 29 R13.htm IDEA: XBRL DOCUMENT v3.8.0.1
Items Affecting Comparability of Net Income and Cash Flows
 12 Months Ended
Dec. 31, 2017
Items Affecting Comparability Of Net Income And Cash Flows Disclosure [Abstract]  
Items Affecting Comparability of Net Income and Cash Flows Items Affecting Comparability of Net Income and Cash Flows

Tax Cuts and Jobs Act of 2017 (“Tax Act”)

We recognized $434 million in our 2017 Income tax provision as a result of the December 22, 2017 enactment of the Tax Act. See Note 18 for a discussion of the charge.

Refranchising (Gain) Loss

The Refranchising (gain) loss by reportable segment is presented below. Given the size and volatility of refranchising initiatives, our chief operating decision maker ("CODM") does not consider the impact of Refranchising (gain) loss when assessing segment performance. As such, we do not allocate such gains and losses to our segments for performance reporting purposes.

During the years ended December 31, 2017, 2016 and 2015, we refranchised 1,470, 432 and 270 restaurants, respectively. We received $1,773 million, $370 million and $213 million in pre-tax proceeds in 2017, 2016 and 2015, respectively, related to these transactions.

A summary of Refranchising (gain) loss is as follows:

 
 
Refranchising (gain) loss
 
 
 
 
 
 
 
2017
 
2016
 
2015
 
 
 
 
 
KFC Division(a)
 
$
(581
)
 
$
(44
)
 
$
32

 
 
 
 
 
Pizza Hut Division(a)
 
(16
)
 
(48
)
 
56

 
 
 
 
 
Taco Bell Division
 
(486
)
 
(71
)
 
(65
)
 
 
 
 
 
Worldwide
 
$
(1,083
)
 
$
(163
)
 
$
23

 
 
 
 
 

(a)
In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.

As a result of classifying restaurant and related assets as held-for-sale and ceasing depreciation expense as well as recording any related write-downs to fair value, depreciation expense was reduced versus what would have otherwise been recorded by $10 million during the year ended December 31, 2017. Our CODM does not consider the impact of these depreciation reductions, which were recorded within Occupancy and other operating expenses when assessing segment performance. These depreciation reductions were not allocated to the Division segments resulting in depreciation expense continuing to be recorded within our Divisional results at the rate at which it was prior to the held-for-sale classification.

YUM's Strategic Transformation Initiatives

In October 2016, we announced our strategic transformation plans to drive global expansion of the KFC, Pizza Hut and Taco Bell brands ("YUM's Strategic Transformation Initiatives") following the then anticipated separation of our China business on October 31, 2016. Major features of the Company’s strategic transformation plans involve being more focused on the development of our three brands, increasing our franchise ownership and creating a leaner, more efficient cost structure. We incurred pre-tax costs of $23 million and $67 million related to our Strategic Transformation Initiatives in 2017 and 2016, respectively. In 2017, these costs were primarily recorded in G&A and included contract termination costs and relocation and severance costs for restaurant-support center employees. In 2016, these costs were primarily recorded in G&A and included restaurant-support center employee severance costs, charges associated with a voluntary retirement program offered to certain U.S. restaurant-support center employees, consulting costs incurred to facilitate YUM's Strategic Transformation Initiatives, and losses associated with our sale of Corporate aircraft upon our decision to no longer own aircraft. YUM's Strategic Transformation Initiatives represent the continuation of YUM's transformation of its operating model and capital structure following the Separation and recapitalization of YUM. Due to the scope of the initiatives as well as their significance, our CODM does not consider the associated cost when assessing segment performance. As such, these costs are not being allocated to any of our segment operating results for performance reporting purposes.

Modifications of Share-based Compensation Awards

In connection with the Separation, we modified certain share-based compensation awards held as part of our Executive Income Deferral ("EID") Plan in phantom shares of YUM Common Stock to provide one phantom Yum China share-based award for each outstanding phantom YUM share-based award. These Yum China awards may now be settled in cash, as opposed to stock, which requires recognition of the fair value of these awards within G&A in our Consolidated Income Statement. During 2017 and 2016, we recorded G&A charges related to these awards of $18 million and $30 million, respectively. Given these charges were a direct
result of the Separation, our CODM does not consider their impact when assessing segment performance. As such, these costs are not being allocated to any of our segment operating results for performance reporting purposes.

Pizza Hut U.S. Transformation Agreement

In May 2017, we reached an agreement with Pizza Hut U.S. franchisees that will improve brand marketing alignment, accelerate enhancements in operations and technology and includes a permanent commitment to incremental advertising and digital and technology contributions by franchisees. In connection with this agreement, we anticipate investing approximately $90 million to upgrade restaurant equipment to improve operations, fund improvements in restaurant technology and enhance digital and e-commerce capabilities. We currently expect the majority of this investment will be split between 2017 and 2018. During 2017, we recorded pre-tax charges of $31 million, primarily within Franchise and license expenses or G&A, and capitalized $8 million of costs primarily related to digital and e-commerce initiatives. Due to their unique and long-term brand-building nature, our CODM does not consider the impact of these investments when assessing segment performance. As such, these investments are not being allocated to the Pizza Hut Division segment operating results for performance reporting purposes.

In addition to the investments above, we have agreed to fund $37.5 million of incremental system advertising dollars from the second half of 2017 through 2018. During 2017, we incurred $25 million in related incremental system advertising expense. These advertising amounts were recorded primarily in Franchise and license expenses and are included in Pizza Hut's segment operating results.

KFC U.S. Acceleration Agreement

During 2015, we reached an agreement with our KFC U.S. franchisees that gave us brand marketing control as well as an accelerated path to expanded menu offerings, improved assets and enhanced customer experience. In connection with this agreement we anticipate investing a total of approximately $130 million from 2015 through 2018 primarily to fund new back-of house equipment for franchisees and to provide incentives to accelerate franchisee store remodels. We recorded pre-tax charges for the portion of these investments made in 2017, 2016 and 2015 of $17 million, $26 million and $72 million, respectively. These amounts were recorded primarily as Franchise and license expenses. These payments constitute a significant portion of the approximately $140 million asset for incentive payments made to franchisees which we will establish upon adoption of the new revenue recognition standard in 2018 (see Note 2). Due to their size and unique long-term brand building nature, our CODM does not consider the impact of these investments when assessing segment performance. As such, these charges are not being allocated to the KFC Division segment operating results for performance reporting purposes.

In addition to the investments above, we agreed to fund $60 million of incremental system advertising. During 2017, 2016 and 2015, we incurred $20 million, $20 million and $10 million in incremental system advertising expense, respectively, with the remaining funding of approximately $10 million to occur in 2018. The incremental system advertising amounts recorded were primarily in Franchise and license expenses and are included in the KFC Division segment operating results.

Items Impacting Other Pension (Income) Expense

During the fourth quarter of 2016, the Company allowed certain former employees with deferred vested balances in the YUM Retirement Plan ("the Plan") an opportunity to voluntarily elect an early payout of their pension benefits. As a result of settlement payments made of approximately $205 million related to this program, all of which were funded from existing Plan assets, we recorded a settlement charge of $24 million to Other pension (income) expense. Due to the size and non-recurring nature of the program, our CODM does not consider the impact of these charges when assessing performance so they were not allocated to any of our segment operating results for performance reporting purposes.

During the first quarter of 2017, as a result of the completion of a pension data review and reconciliation, we recorded a non-cash, out-of-year charge of $22 million to Other pension (income) expense to adjust our historical U.S. pension liability related to our deferred vested participants. Our CODM does not consider the impact of this charge when assessing segment performance given the number of years over which it accumulated. As such, this cost is not being allocated to any of our segment operating results for performance reporting purposes. See Note 15 for further discussion of our pension plans.

Store Closure and Impairment Activity

Store closure (income) costs and Store impairment charges by reportable segment are presented below.
 
 
2017
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
—

 
$
—

 
$
(1
)
 
$
(1
)
Store impairment charges
 
2

 
1

 
1

 
4

Closure and impairment (income) expenses
 
$
2

 
$
1

 
$
—

 
$
3


 
 
2016
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
3

 
$
(5
)
 
$
—

 
$
(2
)
Store impairment charges
 
8

 
6

 
3

 
17

Closure and impairment (income) expenses
 
$
11

 
$
1

 
$
3

 
$
15


 
 
2015
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
1

 
$
(1
)
 
$
(1
)
 
$
(1
)
Store impairment charges
 
8

 
5

 
4

 
17

Closure and impairment (income) expenses
 
$
9

 
$
4

 
$
3

 
$
16


(a)
Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016.

Impact of Change in Reporting Calendar

As discussed in Note 2, we have changed our fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending on December 31 of each year commencing with the year ending December 31, 2017. We also removed the monthly or period reporting lags certain of our international subsidiaries historically used to report results. The impacts on our Consolidated Financial Statements of retrospectively applying these changes are included below:

 
 
2016
 
 
As Previously Reported
 
Adjustments
 
After Change in Reporting Calendar
Total revenues
 
$
6,366

 
$
(10
)
 
$
6,356

 
Operating Profit
 
1,625

 
25

(a) 
1,650

(b) 
Income from continuing operations
 
994

 
24

 
1,018

 
Income from discontinued operations, net of tax
 
625

 
—

 
625

 
Net Income
 
$
1,619

 
$
24

 
1,643

 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations
 
$
2.48

 
$
0.06

 
$
2.54

 
Diluted EPS from discontinued operations
 
1.56

 
—

 
1.56

 
Diluted EPS
 
$
4.04

 
$
0.06

 
$
4.10

 

 
 
2015
 
 
As Previously Reported
 
Adjustments
 
After Change in Reporting Calendar
Total revenues
 
$
6,440

 
$
(22
)
 
$
6,418

 
Operating Profit
 
1,402

 
(8
)
 
1,394

(b) 
Income from continuing operations
 
936

 
(10
)
 
926

 
Income from discontinued operations, net of tax
 
357

 
—

 
357

 
Net Income
 
$
1,293

 
$
(10
)
 
$
1,283

 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations
 
$
2.11

 
$
(0.02
)
 
$
2.09

 
Diluted EPS from discontinued operations
 
0.81

 
—

 
0.81

 
Diluted EPS
 
$
2.92

 
$
(0.02
)
 
$
2.90

 

(a)
Primarily represents gains of $24 million related to the refranchising of certain international restaurants which occurred in December 2016.

(b)
Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of $32 million and $40 million, respectively. See Note 2.

In 2016, the impact on our Consolidated Statement of Cash Flows was a decrease in cash provided by operating activities of $39 million, a decrease in cash used in investing activities of $20 million and a decrease in cash used in financing activities of $16 million.

In 2015, the impact on our Consolidated Statement of Cash Flows was an increase in cash used in investing activities of $10 million and a decrease in cash used in financing activities of $16 million. There was no impact to cash provided by operating activities.

Our Shareholders' Equity, as of December 31, 2014, increased $9 million as a result of the change in reporting calendar.
XML 30 R14.htm IDEA: XBRL DOCUMENT v3.8.0.1
Supplemental Cash Flow Data
 12 Months Ended
Dec. 31, 2017
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Data Supplemental Cash Flow Data
 
 
 
2017
 
2016
 
2015
Cash Paid For:
 
 
 
 
 
 
Interest
 
$
442

 
$
297

 
$
141

Income taxes
 
346

 
314

 
392

Significant Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Capital lease obligations incurred
 
$
8

 
$
10

 
$
26

Capital lease and other debt obligations transferred through refranchising
 
(35
)
 
(1
)
 
—

Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows:
 
 
 
 
 
 
Cash and cash equivalents as presented in Consolidated Balance Sheets
 
$
1,522

 
$
725

 
$
345

Restricted cash included in Prepaid expenses and other current assets(a)
 
60

 
55

 
—

Restricted cash included in Other assets(b)
 
17

 
51

 
20

Cash, Cash Equivalents and Restricted Cash as presented in Consolidated Statements of Cash Flows
 
$
1,599

 
$
831

 
$
365



(a)
Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.

(b)
Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements.
XML 31 R15.htm IDEA: XBRL DOCUMENT v3.8.0.1
Franchise and License Fees and Income
 12 Months Ended
Dec. 31, 2017
Franchise And License Fees And Income Disclosure [Abstract]  
Franchise and license fees and income Franchise and License Fees and Income

 
 
2017
 
2016
 
2015
Initial fees, including renewal fees
 
$
96

 
$
72

 
$
71

Continuing fees and rental income
 
2,210

 
2,095

 
2,011

Franchise and license fees and income
 
$
2,306


$
2,167


$
2,082
XML 32 R16.htm IDEA: XBRL DOCUMENT v3.8.0.1
Other (Income) Expense
 12 Months Ended
Dec. 31, 2017
Other Income and Expenses [Abstract]  
Other (Income) Expense Other (Income) Expense

 
 
2017
 
2016
 
2015
Foreign exchange net (gain) loss and other
 
$
5

 
$
(6
)
 
$
20

Loss associated with corporate aircraft(a)
 
2

 
9

 
—

Other (income) expense
 
$
7


$
3


$
20



(a)
During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft.
XML 33 R17.htm IDEA: XBRL DOCUMENT v3.8.0.1
Supplemental Balance Sheet Information
 12 Months Ended
Dec. 31, 2017
Supplemental Balance Sheet Information Disclosure [Abstract]  
Supplemental Balance Sheet Information Supplemental Balance Sheet Information

Prepaid Expenses and Other Current Assets
 
2017
 
2016
Income tax receivable
 
$
175

 
$
44

Assets held for sale(a)
 
37

 
57

Other prepaid expenses and current assets
 
159

 
135

Prepaid expenses and other current assets
 
$
371


$
236



(a)
Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017.

Property, Plant and Equipment
 
2017
 
2016
Land
 
$
452

 
$
438

Buildings and improvements
 
1,661

 
2,149

Capital leases, primarily buildings
 
123

 
141

Machinery and equipment
 
941

 
1,380

Property, plant and equipment, gross
 
3,177

 
4,108

Accumulated depreciation and amortization
 
(1,480
)
 
(1,995
)
Property, plant and equipment, net
 
$
1,697


$
2,113



Depreciation and amortization expense related to PP&E was $238 million, $295 million and $302 million in 2017, 2016 and 2015, respectively.

Accounts Payable and Other Current Liabilities
 
2017
 
2016
Accounts payable
 
$
119

 
$
142

Accrued capital expenditures
 
21

 
39

Accrued compensation and benefits
 
252

 
372

Dividends payable
 
—

 
106

Accrued taxes, other than income taxes
 
90

 
66

Other current liabilities
 
331

 
342

Accounts payable and other current liabilities
 
$
813


$
1,067
XML 34 R18.htm IDEA: XBRL DOCUMENT v3.8.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets

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

 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Balance as of December 31, 2015
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
266

 
$
206

 
$
113

 
$
585

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
266

 
189

 
113

 
568

Disposals and other, net(a)
 
2

 
(32
)
 
(2
)
 
(32
)
Balance as of December 31, 2016
 
 
 
 
 
 
 
 
Goodwill, gross
 
268

 
174

 
111

 
553

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
268

 
157

 
111

 
536

Disposals and other, net(a)
 
(21
)
 
5

 
(8
)
 
(24
)
Balance as of December 31, 2017
 
 
 
 
 
 
 
 
Goodwill, gross
 
247

 
179

 
103

 
529

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
$
247

 
$
162

 
$
103

 
$
512



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

Intangible assets, net for the years ended 2017 and 2016 are as follows:
 
 
 
2017
 
2016
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Definite-lived intangible assets
 
 
 
 
 
 
 
 
Reacquired franchise rights
 
$
60

 
$
(42
)
 
$
83

 
$
(49
)
Franchise contract rights
 
100

 
(77
)
 
99

 
(73
)
Lease tenancy rights
 
32

 
(6
)
 
56

 
(9
)
Other
 
37

 
(25
)
 
36

 
(23
)
 
 
$
229

 
$
(150
)
 
$
274

 
$
(154
)
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
KFC trademark
 
$
31

 
 
 
$
31

 
 
 
 
 
 
 
 
 
 
 


Amortization expense for all definite-lived intangible assets was $10 million in 2017, $12 million in 2016 and $13 million in 2015.  Amortization expense for definite-lived intangible assets is expected to approximate $7 million in 2018, $7 million in 2019, $6 million in 2020, $6 million in 2021 and $6 million in 2022.

XML 35 R19.htm IDEA: XBRL DOCUMENT v3.8.0.1
Short-term Borrowings and Long-term Debt
 12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Short-term Borrowings and Long-term Debt Short-term Borrowings and Long-term Debt

 
 
2017
 
2016
Short-term Borrowings
 
 
 
 
Current maturities of long-term debt
 
$
386

 
$
66

Other
 
—

 
8

 
 
$
386

 
$
74

Less current portion of debt issuance costs and discounts
 
(11
)
 
(8
)
Short-term borrowings
 
$
375

 
$
66

 
 
 
 
 
Long-term Debt
 
 
 
 
Securitization Notes
 
$
2,271

 
$
2,294

Subsidiary Senior Unsecured Notes
 
2,850

 
2,100

Term Loan A Facility
 
500

 
500

Term Loan B Facility
 
1,975

 
1,990

YUM Senior Unsecured Notes
 
2,200

 
2,200

Capital lease obligations (See Note 12)
 
105

 
120

 
 
9,901

 
9,204

Less debt issuance costs and discounts
 
(86
)
 
(79
)
Less current maturities of long-term debt
 
(386
)
 
(66
)
Long-term debt
 
$
9,429


$
9,059



Securitization Notes

On May 11, 2016 Taco Bell Funding, LLC (the “Issuer”), a newly formed, special purpose limited liability company and a direct, wholly-owned subsidiary of Taco Bell Corp. ("TBC") completed a securitization transaction and issued $800 million of its Series 2016-1 3.832% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”), $500 million of its Series 2016-1 4.377% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes”) and $1.0 billion of its Series 2016-1 4.970% Fixed Rate Senior Secured Notes, Class A-2-III (the “Class A-2-III Notes” and, together with the Class A-2-I Notes and the Class A-2-II Notes, the “Class A-2 Notes”).  In connection with the issuance of the Class A-2 Notes, the Issuer also entered into a revolving financing facility of Series 2016-1 Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the borrowing of up to $100 million and the issuance of up to $50 million in letters of credit.  The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “Securitization Notes”.  The Class A-2 Notes were issued under a Base Indenture, dated as of May 11, 2016 (the “Base Indenture”), and the related Series 2016-1 Supplement thereto, dated as of May 11, 2016 (the “Series 2016-1 Supplement”).  The Base Indenture and the Series 2016-1 Supplement (collectively, the “Indenture”) allow the Issuer to issue additional series of notes. On October 16, 2017, the Issuer terminated the Variable Funding Notes.

The Securitization Notes were issued in a transaction pursuant to which certain of TBC’s domestic assets, consisting principally of franchise-related agreements and domestic intellectual property, were contributed to the Issuer and the Issuer’s special purpose, wholly-owned subsidiaries (the “Guarantors”, and collectively with the Issuer, the "Securitization Entities") to secure the Securitization Notes. The Securitization Notes are secured by substantially all of the assets of the Securitization Entities, and include a lien on all existing and future U.S. Taco Bell franchise and license agreements and the royalties payable thereunder, existing and future U.S. Taco Bell intellectual property, certain transaction accounts and a pledge of the equity interests in asset-owning Securitization Entities. The remaining U.S. Taco Bell assets that were excluded from the transfers to the Securitization Entities continue to be held by Taco Bell of America, LLC, a limited liability company ("TBA") and TBC. The Securitization Notes are not guaranteed by the remaining U.S. Taco Bell assets, the Company, or any other subsidiary of the Company.

Payments of interest and principal on the Securitization Notes are made from the royalty fees paid pursuant to the franchise and license agreements with all U.S. Taco Bell restaurants, including both company and franchise operated restaurants. Interest on and principal payments of the Class A-2 Notes are due on a quarterly basis. In general, no amortization of principal of the Class A-2 Notes is required prior to their anticipated repayment dates unless as of any quarterly measurement date the consolidated leverage ratio (the ratio of total debt to Net Cash Flow (as defined in the Indenture)) for the preceding four fiscal quarters of either the Company and its subsidiaries or the Issuer and its subsidiaries exceeds 5.0:1, in which case amortization payments of 1% per year of the outstanding principal as of the closing of the Securitization Notes is required. As of the most recent quarterly measurement date the consolidated leverage ratio exceeded 5.0:1 and, as a result, amortization payments are required. The legal final maturity
date of the Notes is in May 2046, but the anticipated repayment dates of the Class A-2-I Notes, the Class A-2-II Notes and the Class A-2-III Notes will be 4, 7 and 10 years, respectively (the “Anticipated Repayment Dates”) from the date of issuance.  If the Issuer has not repaid or refinanced a series of Class A-2 Notes prior to its respective Anticipated Repayment Dates, rapid amortization of principal on all Securitization Notes will occur and additional interest will accrue on the Class A-2 Notes, as stated in the Indenture.

The Company paid debt issuance costs of $31 million in connection with the 2016 issuance of the Securitization Notes. The debt issuance costs are being amortized to Interest expense, net through the Anticipated Repayment Dates of the Securitization Notes utilizing the effective interest rate method. As of December 31, 2017, the effective interest rates, including the amortization of debt issuance costs, were 4.18%, 4.59%, and 5.14% for the Class A-2-I Notes, Class A-2-II Notes and Class A-2-III Notes, respectively. During 2017, $2 million of unamortized debt issuance costs were recognized within Interest expense, net due to the termination of the Variable Funding Notes.

The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be available to make required interest payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments relating to taxes, enforcement costs and other customary items and (iv) covenants relating to recordkeeping, access to information and similar matters. The Securitization Notes are also subject to rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated debt service coverage ratio (as defined in the Indenture) of at least 1.1:1, gross domestic sales for branded restaurants being below certain levels on certain measurement dates, a manager termination event, an event of default and the failure to repay or refinance the Class A-2 Notes on the Anticipated Repayment Date (subject to limited cure rights). The Securitization Notes are also subject to certain customary events of default, including events relating to non-payment of required interest or principal due on the Securitization Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and failure of the Securitization Entities to maintain a stated debt service coverage ratio. As of December 31, 2017, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events.

In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders, and are restricted in their use. The Indenture requires a certain amount of securitization cash flow collections to be allocated on a weekly basis and maintained in a cash reserve account. As of December 31, 2017, the Company had restricted cash of $60 million primarily related to required interest reserves included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the Securitization Entities.

Additional cash reserves are required if any of the rapid amortization events occur, as noted above, or in the event that as of any quarterly measurement date the Securitization Entities fail to maintain a debt service coverage ratio (or the ratio of Net Cash Flow to all debt service payments for the preceding four fiscal quarters) of at least 1.75:1. The amount of weekly securitization cash flow collections that exceed the required weekly allocations is generally remitted to the Company. During the quarter ended December 31, 2017, the Securitization Entities maintained a debt service coverage ratio significantly in excess of the 1.75:1 requirement.

Credit Facilities and Subsidiary Senior Unsecured Notes

On June 16, 2016, KFC Holding Co., Pizza Hut Holdings, LLC, a limited liability company, and TBA, each of which is a wholly-owned subsidiary of the Company, as co-borrowers (the "Borrowers"), entered into a credit agreement providing for senior secured credit facilities consisting of a $500 million Term Loan A facility (the “Term Loan A Facility"), a $2.0 billion Term Loan B facility (the “Term Loan B Facility”) and a $1.0 billion revolving facility (the “Revolving Facility”), each of which may be increased subject to certain conditions. The Term Loan A Facility, the Term Loan B Facility, and the Revolving Facility are collectively referred to as the "Credit Agreement". There are no outstanding borrowings under the Revolving Facility and $4 million of letters of credit outstanding as of December 31, 2017.

The Term Loan A Facility was originally subject to quarterly amortization payments beginning one full fiscal quarter after the first anniversary of the closing date, in an amount equal to 1.25% of the initial principal amount of the facility, in each of the second and third years of the facility; in an amount equal to 1.875% of the initial principal amount of the facility, in the fourth year of the facility; and in an amount equal to 3.75% of the initial principal amount of the facility, in the fifth year of the facility, with the balance payable at maturity on the fifth anniversary of the closing date. (Subsequently, this amortization schedule was delayed by approximately one year and the maturity date was extended to June 7, 2022 as a result of the Term Loan A repricing in 2017. See
below.) The Term Loan B Facility is subject to quarterly amortization payments in an amount equal to 0.25% of the initial principal amount of the facility, with the balance payable at maturity on the seventh anniversary of the closing date.

On March 21, 2017, the Borrowers completed the repricing of the then existing $1.99 billion under the Term Loan B Facility pursuant to an amendment to the Credit Agreement. The amendment reduces the interest rate applicable to the Term Loan B Facility by 75 basis points to LIBOR plus2.00% or Base Rate plus1.00%, at the Borrower’s election, with an additional rate stepdown to LIBOR plus 1.75% or Base Rate plus 0.75% in the event the secured net leverage ratio (as defined in the Credit Agreement) is less than 1 to 1. As a result of repricing the Term Loan B Facility, $192 million in principal was assigned to new lenders or existing lenders electing to increase their holdings in the loan. The maturity date and all other material provisions under the Credit Agreement remained unchanged as a result of this amendment.

On June 7, 2017, the Borrowers completed the repricing of the existing $500 million under the Term Loan A Facility and $1 billion under the Revolving Facility pursuant to an amendment to the Credit Agreement. The amendment reduced the interest rate applicable to the Term Loan A Facility and for borrowings under the Revolving Facility by 75 basis points. Subsequent to the repricing the interest rate ranges from 1.25% to 1.75% plus LIBOR or from 0.25% to 0.75% plus the Base Rate, at the Borrower’s election, based upon the total net leverage ratio of the Borrowers and the Specified Guarantors (as defined in the Credit Agreement). As a result of repricing the Term Loan A Facility, $146 million in principal was assigned to new lenders or existing lenders electing to increase their holdings in the loan. There was no change in lender participation in the Revolving Facility. The maturity date for the Term Loan A Facility and the Revolving Facility has been extended to June 7, 2022. Amortization payments on the Term Loan A Facility will begin one full fiscal quarter after the first anniversary of the amendment effective date, which delays the original amortization schedule by approximately one year. All other material provisions under the Credit Agreement remained unchanged.

The Credit Agreement is unconditionally guaranteed by the Company and certain of the Borrowers’ principal domestic subsidiaries and excludes Taco Bell Funding LLC and its special purpose, wholly-owned subsidiaries (see above). The Credit Agreement is also secured by first priority liens on substantially all assets of the Borrowers and each subsidiary guarantor, excluding the stock of certain subsidiaries and certain real property, and subject to other customary exceptions.

The Credit Agreement is subject to certain mandatory prepayments, including an amount equal to 50% of excess cash flow (as defined in the Credit Agreement) on an annual basis and the proceeds of certain asset sales, casualty events and issuances of indebtedness, subject to customary exceptions and reinvestment rights.

The Credit Agreement includes two financial maintenance covenants which require the Borrowers to maintain a total leverage ratio (defined as the ratio of Consolidated Total Debt to Consolidated EBITDA (as these terms are defined in the Credit Agreement)) of 5.0:1 or less and a fixed charge coverage ratio (defined as the ratio of EBITDA minus capital expenditures to fixed charges (inclusive of rental expense and scheduled amortization)) of at least 1.5:1, each as of the last day of each fiscal quarter. The Credit Agreement includes other affirmative and negative covenants and events of default that are customary for facilities of this type. The Credit Agreement contains, among other things, limitations on certain additional indebtedness and liens, and certain other transactions specified in the agreement. We were in compliance with all debt covenants as of December 31, 2017.

On June 16, 2016, the Borrowers issued $1.05 billion aggregate principal amount of 5.00% Senior Unsecured Notes due 2024 and $1.05 billion aggregate principal amount of 5.25% Senior Unsecured Notes due 2026 (together, the “Subsidiary Senior Unsecured Notes”). Interest on each series of Subsidiary Senior Unsecured Notes is payable semi-annually in arrears on June 1 and December 1, beginning on December 1, 2016. Additionally, on June 15, 2017, the Borrowers issued$750 million aggregate principal amount of 4.75% Senior Notes due June 1, 2027 (the “2027 Notes”). Interest on the 2027 Notes is payable semi-annually in arrears on June 1 and December 1, beginning on December 1, 2017. The Subsidiary Senior Unsecured Notes are guaranteed on a senior unsecured basis by (i) the Company, (ii) the Specified Guarantors and (iii) by each of the Borrower's and the Specified Guarantors’ domestic subsidiaries that guarantees the Borrower's obligations under the Credit Agreement, except for any of the Company’s foreign subsidiaries. The indenture governing the Subsidiary Senior Unsecured Notes contains covenants and events of default that are customary for debt securities of this type. We were in compliance with all debt covenants as of December 31, 2017.

During 2016, the Company paid debt issuance costs of $56 million in connection with the issuance of the Credit Agreement and the Subsidiary Senior Unsecured Notes. During 2017, $32 million of fees related to the repricing of the Term Loan A, Term Loan B and Revolving Facilities and the issuance of the 2027 Notes were capitalized as debt issuance costs. The debt issuance costs are being amortized to Interest expense, net through the contractual maturity of the agreements utilizing the effective interest rate method. We classify these deferred costs on our Consolidated Balance Sheet as a reduction in the related debt when borrowings are outstanding or within Other assets if borrowings are not outstanding. Additionally, $8 million of fees and unamortized debt issuance costs were recognized within Interest expense, net due to the repricings in the year ended December 31, 2017. As of December 31, 2017, the effective interest rates, including the amortization of debt issuance costs and the impact of the interest
rate swaps on Term Loan B Facility (See Note 13), were 5.16%, 5.39%, 4.90%, 3.24%, and 3.82% for the Subsidiary Senior Unsecured Notes due 2024, the Subsidiary Senior Unsecured Notes due 2026, the Subsidiary Senior Unsecured Notes due 2027, the Term Loan A Facility, and the Term Loan B Facility, respectively.

YUM Senior Unsecured Notes

The majority of our remaining long-term debt primarily comprises YUM Senior Unsecured Notes with varying maturity dates from 2019 through 2043 and stated interest rates ranging from 3.75% to 6.88%.  The YUM Senior Unsecured Notes represent senior, unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness. Our YUM Senior Unsecured Notes contain cross-default provisions whereby 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 YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice.

The following table summarizes all YUM Senior Unsecured Notes issued that remain outstanding at December 31, 2017:
 
 
 
 
 
 
Interest Rate
Issuance Date(a)
 
Maturity Date
 
Principal Amount (in millions)
 
Stated
 
Effective(b)
October 2007
 
March 2018
 
$
325

 
6.25
%
 
6.36
%
October 2007
 
November 2037
 
325

 
6.88
%
 
7.45
%
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
%
October 2013
 
November 2023
 
325

 
3.88
%
 
4.01
%
October 2013
 
November 2043
 
275

 
5.35
%
 
5.42
%

(a)
Interest payments commenced approximately 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 debt issuance.

The annual maturities of short-term borrowings and long-term debt as of December 31, 2017, excluding capital lease obligations of $105 million are as follows:
 
Year ended:
 
2018
$
380

2019
318

2020
1,190

2021
441

2022
410

Thereafter
7,057

Total
$
9,796



Interest expense on short-term borrowings and long-term debt was $473 million, $331 million and $153 million in 2017, 2016 and 2015, respectively.
XML 36 R20.htm IDEA: XBRL DOCUMENT v3.8.0.1
Leases
 12 Months Ended
Dec. 31, 2017
Leases [Abstract]  
Leases Leases

At December 31, 2017, we operated 1,481 restaurants, leasing the underlying land and/or building in approximately 900 of those restaurants with the vast majority of our commitments expiring within 20 years from the inception of the lease.  In addition, the Company leases or subleases approximately 900 units to franchisees, principally in the U.S., United Kingdom, Germany, Australia and France.

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
2018
 
$
13

 
$
124

 
$
5

 
$
64

2019
 
13

 
111

 
4

 
58

2020
 
12

 
87

 
4

 
51

2021
 
11

 
75

 
3

 
47

2022
 
11

 
67

 
3

 
44

Thereafter
 
76

 
435

 
24

 
415

 
 
$
136

 
$
899

 
$
43

 
$
679



At December 31, 2017 and December 31, 2016, the present value of minimum payments under capital leases was $105 million and $120 million, respectively.  At December 31, 2017, unearned income associated with direct financing lease receivables was $12 million.

The details of rental expense and income are set forth below:
 
 
2017
 
2016
 
2015
Rental expense
 
 
 
 
 
 
Minimum
 
$
193

 
$
208

 
$
225

Contingent
 
21

 
26

 
29

 
 
$
214

 
$
234

 
$
254

Rental income
 
$
86

 
$
73

 
$
73
XML 37 R21.htm IDEA: XBRL DOCUMENT v3.8.0.1
Derivative Instruments (Notes)
 12 Months Ended
Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities Disclosure [Text Block] Derivative Instruments

We use derivative instruments to manage certain of our market risks related to fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Swaps

We have entered into interest rate swaps with the objective of reducing our exposure to interest rate risk for our variable-rate debt interest payments related to $1.55 billion of our Term Loan B Facility, resulting in a fixed rate of 3.92% on the swapped portion of the Term Loan B Facility. These interest rate swaps will expire in July 2021 and the notional amount, maturity date and variable rate of these swaps match those of the related debt. These interest rate swaps are designated cash flow hedges as the changes in the future cash flows of the swaps are expected to offset changes in interest payments on the related variable-rate debt. There were no other interest rate swaps outstanding as of December 31, 2017.

The effective portion of gains or losses on the interest rate swaps is reported as a component of AOCI and reclassified into Interest expense, net in our Consolidated Statement of Income in the same period or periods during which the related hedged interest payments affect earnings. Gains or losses on the swaps representing hedge ineffectiveness are recognized in current earnings. As of December 31, 2017, the swaps were highly effective cash flow hedges and no ineffectiveness has been recorded.

Foreign Currency Contracts

We have entered into foreign currency forward and swap contracts with the objective of reducing our exposure to earnings volatility arising from foreign currency fluctuations associated with certain foreign currency denominated intercompany receivables and payables. The notional amount, maturity date, and currency of these contracts match those of the underlying intercompany receivables or payables. Our foreign currency contracts are designated cash flow hedges as the future cash flows of the contracts are expected to offset changes in intercompany receivables and payables due to foreign currency exchange rate fluctuations.

The effective portion of gains or losses on the foreign currency contracts is reported as a component of AOCI. Amounts are reclassified from AOCI each quarter to offset foreign currency transaction gains or losses recorded within Other (income) expense when the related intercompany receivables and payables affect earnings due to their functional currency remeasurements. Gains or losses on the foreign currency contracts representing hedge ineffectiveness are recognized in current earnings. As of December 31, 2017, all foreign currency contracts outstanding have been highly effective cash flow hedges and no ineffectiveness has been recorded.

As of December 31, 2017 and December 31, 2016, foreign currency forward and swap contracts outstanding had total notional amounts of $456 million and $437 million, respectively. As of December 31, 2017, we have foreign currency forward and swap contracts with durations expiring as early as February 2018 and as late as 2020.

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, 2017, all of the counterparties to our interest rate swaps and foreign currency contracts had investment grade ratings according to the three major ratings agencies. To date, all counterparties have performed in accordance with their contractual obligations.

Gains and losses on derivative instruments designated as cash flow hedges recognized in AOCI and reclassifications from AOCI into Net Income:

 
Gains/(Losses) Recognized in AOCI
 
(Gains)/Losses Reclassified from AOCI into Net Income
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Interest rate swaps
$
4

 
$
47

 
$
2

 
$
(4
)
Foreign currency contracts
(56
)
 
10

 
56

 
(18
)
Income tax benefit/(expense)
1

 
(20
)
 
(3
)
 
4



As of December 31, 2017, the estimated net gain included in AOCI related to our cash flow hedges that will be reclassified into earnings in the next 12 months is $14 million, based on current LIBOR interest rates.

See Note 14 for the fair value of our derivative assets and liabilities.
XML 38 R22.htm IDEA: XBRL DOCUMENT v3.8.0.1
Fair Value Disclosures
 12 Months Ended
Dec. 31, 2017
Fair Value Disclosures [Abstract]  
Fair Value Disclosures Fair Value Disclosures

As of December 31, 2017 the carrying values of cash and cash equivalents, restricted cash, short-term investments, 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 following table presents the carrying value and estimated fair value of the Company’s debt obligations:

 
12/31/2017
 
12/31/2016
 
Carrying Value
 
Fair Value (Level 2)
 
Carrying Value
 
Fair Value (Level 2)
Debt obligations
 
 
 
 
 
 
 
Securitization Notes(a)
$
2,271

 
$
2,367

 
$
2,294

 
$
2,315

Subsidiary Senior Unsecured Notes(b)
2,850

 
2,983

 
2,100

 
2,175

Term Loan A Facility(b)
500

 
503

 
500

 
501

Term Loan B Facility(b)
1,975

 
1,990

 
1,990

 
2,016

YUM Senior Unsecured Notes(b)
2,200

 
2,277

 
2,200

 
2,216

 
(a)
We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets.

(b)
We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates.

Recurring Fair Value Measurements

The Company has interest rate swaps, foreign currency forwards and swaps accounted for as cash flow hedges and other investments, all of which are required to be measured at fair value on a recurring basis (See Note 13 for discussion regarding derivative instruments). 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, 2017 or December 31, 2016.
 
 
 
 
Fair Value
 
 
 
Level
 
2017
 
2016
 
Consolidated Balance Sheet
Interest Rate Swaps - Liability
 
2

 
$
—

 
$
3

 
Accounts payable and other current liabilities
Interest Rate Swaps - Asset
 
2

 
9

 
—

 
Prepaid expenses and other current assets
Interest Rate Swaps - Asset
 
2

 
40

 
47

 
Other assets
Foreign Currency Contracts - Liability
 
2

 
46

 
—

 
Other Liabilities and deferred credits
Foreign Currency Contracts - Asset
 
2

 
5

 
6

 
Prepaid expenses and other current assets
Foreign Currency Contracts - Asset
 
2

 
—

 
10

 
Other assets
Other Investments
 
1

 
29

 
24

 
Other assets

The fair value of the Company’s foreign currency forwards and swaps 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 in Other assets in our Consolidated Balance Sheet and their fair value is determined based on the closing market prices of the respective mutual funds as of December 31, 2017 and December 31, 2016.

Non-Recurring Fair Value Measurements

The following table presents expense recognized from all non-recurring fair value measurements during the years ended December 31, 2017 and December 31, 2016. These amounts exclude fair value measurements made for assets that were subsequently dispo
sed of prior to those respective year end dates. The remaining net book value of restaurant assets measured at fair value during the years ended December 31, 2017 and December 31, 2016 is insignificant.

 
 
2017
 
2016
 
Aircraft impairment(a)
 
$
—

 
$
3

 
Restaurant-level impairment(b)
 
2

 
9

 
Total
 
$
2

 
$
12

 

(a)
During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2).

(b)
Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3).
XML 39 R23.htm IDEA: XBRL DOCUMENT v3.8.0.1
Pension, Retiree Medical and Retiree Savings Plans
 12 Months Ended
Dec. 31, 2017
Retirement Benefits [Abstract]  
Retiree Medical Benefits Pension, Retiree Medical and Retiree Savings Plans

U.S. Pension Plans

We sponsor qualified and supplemental (non-qualified) noncontributory defined benefit plans covering certain full-time salaried and hourly U.S. employees. The qualified plan meets the requirements of certain sections of the Internal Revenue Code and provides benefits to a broad group of employees with restrictions on discriminating in favor of highly compensated employees with regard to coverage, benefits and contributions. The supplemental plans provide additional benefits to certain employees. We fund our supplemental plans as benefits are paid.

The most significant of our U.S. plans is the YUM Retirement Plan (the “Plan”), which is a qualified plan. Our funding policy with respect to the Plan is to contribute amounts necessary to satisfy minimum pension funding requirements, including requirements of the Pension Protection Act of 2006, plus additional amounts from time-to-time as are determined to be necessary to improve the Plan’s funded status. We do not expect to make any significant contributions to the Plan in 2018. Our two significant U.S. plans were previously amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in those plans.

During the fourth quarter of 2016, the Company allowed certain former employees with deferred vested balances in the Plan an opportunity to voluntarily elect an early payout of their benefits. See Note 5 for details.

We do not anticipate any plan assets being returned to the Company during 2018 for any U.S. plans.

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 two significant U.S. pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year end.

 
 
2017
 
2016
Change in benefit obligation:
 
 
 
 
Benefit obligation at beginning of year
 
$
993

 
$
1,134

Service cost
 
10

 
17

Interest cost
 
41

 
54

Plan amendments
 
2

 
4

Curtailments
 
(2
)
 
(4
)
Special termination benefits
 
2

 
3

Benefits paid
 
(76
)
 
(26
)
Settlement payments(a)
 
(73
)
 
(260
)
Actuarial (gain) loss
 
115

 
77

Administrative expense
 
(5
)
 
(6
)
Benefit obligation at end of year
 
$
1,007

 
$
993

 
 
 
 
 
Change in plan assets:
 
 
 
 
Fair value of plan assets at beginning of year
 
$
837

 
$
1,004

Actual return on plan assets
 
129

 
87

Employer contributions
 
52

 
38

Settlement payments(a)
 
(73
)
 
(260
)
Benefits paid
 
(76
)
 
(26
)
Administrative expenses
 
(5
)
 
(6
)
Fair value of plan assets at end of year
 
$
864

 
$
837

 Funded status at end of year
 
$
(143
)
 
$
(156
)


(a)
For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.

Amounts recognized in the Consolidated Balance Sheet:
 
 
2017
 
2016
Accrued benefit liability - current
 
$
(8
)
 
$
(16
)
Accrued benefit liability - non-current
 
(135
)
 
(140
)
 
 
$
(143
)
 
$
(156
)


The accumulated benefit obligation was $976 million and $960 million at December 31, 2017 and December 31, 2016, respectively.

Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
2017
 
2016
Projected benefit obligation
 
$
1,007

 
$
993

Accumulated benefit obligation
 
976

 
960

Fair value of plan assets
 
864

 
837



Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
2017
 
2016
Projected benefit obligation
 
$
1,007

 
$
993

Accumulated benefit obligation
 
976

 
960

Fair value of plan assets
 
864

 
837



Components of net periodic benefit cost:
 
 
2017
 
2016
 
2015
Service cost
 
$
10

 
$
17

 
$
18

Interest cost
 
41

 
54

 
55

Amortization of prior service cost(a)
 
6


6


1

Expected return on plan assets
 
(45
)
 
(65
)
 
(62
)
Amortization of net loss
 
5

 
6

 
45

Net periodic benefit cost
 
$
17

 
$
18

 
$
57


Additional (gain) loss recognized due to:

Settlement charges(b)
 
$
19

 
$
32

 
$
5

Special termination benefits
 
$
2

 
$
3

 
$
1

Pension data adjustment(c)
 
$
22

 
$
—

 
$
—


(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 losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.

(c)
Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.

Pension gains (losses) in AOCI:
 
 
2017
 
2016
Beginning of year
 
$
(180
)
 
$
(170
)
Net actuarial gain (loss)
 
(10
)
 
(54
)
Curtailments
 
2

 
4

Amortization of net loss
 
5

 
6

Amortization of prior service cost
 
6

 
6

Prior service cost
 
(2
)
 
(4
)
Settlement charges
 
19

 
32

End of year
 
$
(160
)
 
$
(180
)


Accumulated pre-tax losses recognized within AOCI:
 
 
2017
 
2016
Actuarial net loss
 
$
(134
)
 
$
(150
)
Prior service cost
 
(26
)
 
(30
)
 
 
$
(160
)
 
$
(180
)


The estimated net loss that will be amortized from AOCI into net periodic pension cost in 2018 is $16 million.  The estimated prior service cost that will be amortized from AOCI into net periodic pension cost in 2018 is $6 million.

Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
2017
 
2016
Discount rate
 
3.90
%
 
4.60
%
Rate of compensation increase
 
3.75
%
 
3.75
%

Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
2017(a)
 
2016
 
2015
Discount rate
 
4.53
%
 
4.90
%
 
4.30
%
Long-term rate of return on plan assets
 
6.06
%
 
6.75
%
 
6.75
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.75
%


(a)    Reflects a weighted average due to interim remeasurements in 2017.

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 and future growth expectations.

Plan Assets

The fair values of our pension plan assets at December 31, 2017 and December 31, 2016 by asset category and level within the fair value hierarchy are as follows:

 
 
2017
 
2016
Level 1:
 
 
 
 
Cash
 
$
3

 
$
2

Cash Equivalents(a)
 
12

 
12

Fixed Income Securities - U.S. Corporate(b)
 
177

 
172

Equity Securities – U.S. Large cap(b)
 
257

 
244

Equity Securities – U.S. Mid cap(b)
 
43

 
41

Equity Securities – U.S. Small cap(b)
 
43

 
43

Equity Securities – Non-U.S.(b)
 
87

 
83

Level 2:
 
 
 
 
Fixed Income Securities – U.S. Corporate(c)
 
86

 
76

Fixed Income Securities – U.S. Government and Government Agencies(d)
 
177

 
152

Fixed Income Securities – Other(d)
 
35

 
31

Total fair value of plan assets(e)
 
$
920

 
$
856



(a)
Short-term investments in money market funds.

(b)
Securities held in common trusts.

(c)
Investments held directly by the Plan.

(d)
Includes securities held in common trusts and investments held directly by the Plan.

(e)
2017 and 2016 exclude net unsettled trade payables of $56 million and $19 million, respectively.

Our primary objectives regarding the investment strategy for the Plan’s assets 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.  The Plan's equity securities, currently targeted to be 50% of our investment mix, consist primarily of low-cost index funds focused on achieving long-term capital appreciation.  The Plan diversifies its equity risk by investing in several different U.S. and foreign market index funds.  Investing in these index funds provides the Plan with the adequate liquidity required to fund benefit payments and plan expenses.  The fixed income asset allocation, currently targeted to be 50% 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. The fair values of all pension plan assets are determined based on closing market prices or net asset values.

A mutual fund held as an investment by the Plan includes shares of Common Stock valued at $0.3 million at both December 31, 2017 and December 31, 2016 (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:
 
 
2018
 
$
65

2019
 
37

2020
 
39

2021
 
42

2022
 
44

2023 - 2027
 
257


Expected benefit payments 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.

International Pension Plans

We also sponsor various defined benefit plans covering certain of our non-U.S. employees, the most significant of which are in the UK. Both of our UK plans have previously been frozen such that they are closed to new participants and existing participants can no longer earn future service credits.

At the end of 2017 and 2016, the projected benefit obligations of these UK plans totaled $287 million and $261 million, respectively and plan assets totaled $358 million and $305 million, respectively. These plans were both in a net overfunded position at the end of 2017 and 2016 and related expense amounts recorded in each of 2017, 2016 and 2015 were not significant.

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 plan to make significant contributions to either of our UK plans in 2018.

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.  This plan was previously 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 both 2017 and 2016, the accumulated post-retirement benefit obligation was $55 million.  Actuarial gains of $8 million and $10 million were recognized in AOCI at the end of 2017 and 2016, respectively. The net periodic benefit cost recorded was $2 million in 2017 and $3 million in both 2016 and 2015, the majority of which is interest cost on the accumulated post-retirement benefit obligation.  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 2017 and 2016 are 6.3% and 6.6%, respectively, with expected ultimate trend rates of 4.5% reached in 2038.

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 was reached in 2014; with the cap, our annual cost per retiree will not increase.  A one-percentage-point increase or decrease in assumed health care cost trend rates would have no impact on total service and interest cost or on the post-retirement benefit obligation.  The benefits expected to be paid in each of the next five years are approximately $5 million and in aggregate for the five years thereafter are $17 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 $13 million in 2017, $14 million in 2016 and $13 million in 2015.
XML 40 R24.htm IDEA: XBRL DOCUMENT v3.8.0.1
Share-based and Deferred Compensation Plans
 12 Months Ended
Dec. 31, 2017
Compensation Related Costs [Abstract]  
Share-based and Deferred Compensation Plans Share-based and Deferred Compensation Plans

Overview

At year end 2017, we had one stock award plan in effect: the YUM! Brands, Inc. Long-Term Incentive Plan (the “LTIP”). Under the LTIP, the exercise price of stock options and 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 LTIP include stock options, incentive stock options, SARs, restricted stock, restricted stock units (“RSUs”), performance restricted stock units, performance share units (“PSUs”) and performance units.  We have issued only stock options, SARs, RSUs and PSUs under the LTIP.  While awards under the LTIP can have varying vesting provisions and exercise periods, outstanding awards under the LTIP vest in periods ranging from immediate to five years. Stock options and SARs expire ten years after grant.

At year end 2017, approximately 28 million shares were available for future share-based compensation grants under the LTIP.

Our 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 LTIP,  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 certain 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 from the date of deferral.  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 2018.

In connection with the Separation of our China business in the prior year, under the provisions of our LTIP, employee stock options, SARs, RSUs and PSUs were adjusted to maintain the pre-spin intrinsic value of the awards. Depending on the tax laws of the country of employment, awards were modified using either the shareholder method or the employer method. Share issuances for Yum China awards held by YUM employees will be satisfied by Yum China. Share issuances for YUM awards held by Yum China employees are being satisfied by YUM. Share-based compensation as recorded in Income from continuing operations is based on the amortization of the fair value for both YUM and Yum China awards held by YUM employees.

The shareholder method was based on the premise that employees holding YUM awards prior to the Separation should receive an equal number of awards of both YUM and Yum China. For stock options and SARs, exercise prices of these post-Separation YUM and Yum China awards were established that, on a combined basis, maintained the intrinsic value on the YUM award prior to the Separation. The exercise prices provided for an initial intrinsic value in each of the post-Separation YUM and YUM China awards that was proportionate to the market value of the two companies on November 1, 2016. For RSUs and PSUs modified under the shareholder method, each YUM award was modified into one YUM award and one Yum China award.

Under the employer method, employees holding YUM awards prior to the Separation had their awards converted into awards of the company that they worked for subsequent to the Separation. For stock options and SARs modified under the employer method,
the exercise prices of the awards were modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company. For RSUs and PSUs modified under the employer method, the number of awards was modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company.

The modifications to the outstanding equity awards resulted in an insignificant amount of additional compensation expense in the year ended December 31, 2016.

Investments in phantom shares of our Common Stock held within our EID Plan by employees that remained with YUM post-Separation that were converted into phantom investments in Yum China at Separation under the shareholder method are allowed to be transferred into cash, phantom shares of a Stock Index Fund and phantom shares of a Bond Index Fund within the EID Plan. As such, distributions of current investments in phantom shares of Yum China may now be settled in cash, as opposed to stock, at a date as elected by the employee and, therefore, are classified as a liability and remeasured to fair value at each reporting period in our Consolidated Balance Sheet. During 2017 and 2016, we recorded $18 million and $30 million, respectively, within G&A related to these awards (See Note 5).

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:

 
 
2017
 
2016
 
2015
Risk-free interest rate
 
1.9
%
 
1.4
%
 
1.3
%
Expected term (years)
 
6.4 years

 
6.4 years

 
6.4 years

Expected volatility
 
22.9
%
 
27.0
%
 
26.9
%
Expected dividend yield
 
1.8
%
 
2.6
%
 
2.2
%


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, which cliff-vest after 4 years and expire 10 years after grant, and grants made to executives, which typically have a graded vesting schedule of 25% per year over 4 years and expire 10 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 5 years and 6.5 years, respectively.

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

The fair values of RSU awards are based on the closing price of our Common Stock on the date of grant. The fair values of PSU awards with market-based conditions have been valued based on the outcome of a Monte Carlo simulation.

Award Activity

Stock Options and SARs

 
 
Shares
(in thousands)
 
Weighted-Average Exercise
Price
 
Weighted- Average Remaining Contractual Term (years)
 
Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of the year
 
21,242

 
 
 
$
40.78

 
 
 
 
Granted
 
2,879

 
 
 
67.93

 
 
 
 
Exercised
 
(4,269
)
 
 
 
36.45

 
 
 
 
Forfeited or expired
 
(1,567
)
 
 
 
54.98

 
 
 
 
Outstanding at the end of the year
 
18,285

(a) 
 
 
44.85

 
5.42

 
$
672

Exercisable at the end of the year
 
11,971

 
 
 
$
38.07

 
4.00

 
$
521



(a)
Outstanding awards include 943 options and 17,342 SARs with weighted average exercise prices of $36.63 and $45.30, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.

The weighted-average grant-date fair value of stock options and SARs granted during 2017, 2016 and 2015 was $14.08, $14.40 and $15.95, respectively.  The total intrinsic value of stock options and SARs exercised during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, was $154 million, $263 million and $153 million, respectively.

As of December 31, 2017, $55 million of unrecognized compensation cost related to unvested stock options and SARs, which will be reduced by any forfeitures that occur, is expected to be recognized over a remaining weighted-average period of approximately 1.8 years.  This reflects unrecognized cost for both YUM and Yum China awards held by YUM employees. The total fair value at grant date of awards for both YUM and Yum China awards held by YUM employees that vested during 2017, 2016 and 2015 was $33 million, $41 million and $42 million, respectively.

RSUs and PSUs

As of December 31, 2017, there was $20 million of unrecognized compensation cost related to 1.0 million unvested RSUs and PSUs. The total fair value at grant date of awards that vested during 2017, 2016 and 2015 was $10 million, $7 million and $11 million, respectively.

Impact on Net Income

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

 
 
2017
 
2016
 
2015
Options and SARs
 
$
30

 
$
38

 
$
41

Restricted Stock Units
 
26

 
38

 
3

Performance Share Units
 
9

 
4

 
2

Total Share-based Compensation Expense
 
$
65

(a) 
$
80

(b) 
$
46

Deferred Tax Benefit recognized
 
$
22

(c) 
$
26

 
$
15

 
 
 
 
 
 
 
EID compensation expense not share-based
 
$
12

 
$
5

 
$
1


(a)    Includes $18 million due to appreciation in the market price of Yum China's stock. See Note 5.

(b)    Includes $30 million due to modifications of awards in connection with the Separation that was not allocated to any of
our operating segments for performance purposes. See Note 5.

(c)    Deferred tax benefit recognized does not reflect the impact of the Tax Act. See Note 18.

Cash received from stock option exercises for 2017, 2016 and 2015, was $12 million, $5 million and $12 million, respectively.  Tax benefits realized on our tax returns from tax deductions associated with share-based compensation for 2017, 2016 and 2015 totaled $153 million, $109 million and $62 million, respectively.
XML 41 R25.htm IDEA: XBRL DOCUMENT v3.8.0.1
Shareholders' Equity
 12 Months Ended
Dec. 31, 2017
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders’ Deficit

Under the authority of our Board of Directors, we repurchased shares of our Common Stock during 2017, 2016 and 2015.  All amounts exclude applicable transaction fees.  
 
 
 
Shares Repurchased
(thousands)
 
 
Dollar Value of Shares
Repurchased
 
Authorization Date
 
2017

 
 
2016

 
 
2015

 
 
2017

 
 
2016

 
 
2015

 
November 2017
 
—

 
 
—

 
 
—

 
 
$
—

 
 
$
—

 
 
$
—

 
November 2016
 
26,561

 
 
1,337

 
 
—

 
 
1,915

 
 
85

 
 
—

 
May 2016
 
—

 
 
50,435

 
 
—

 
 
—

 
 
4,200

 
 
—

 
March 2016
 
—

 
 
2,823

 
 
—

 
 
—

 
 
229

 
 
—

 
December 2015
 
—

 
 
13,368

 
 
932

 
 
—

 
 
933

 
 
67

 
November 2014
 
—

 
 
—

 
 
13,231

 
 
—

 
 
—

 
 
1,000

 
November 2013
 
—

 
 
—

 
 
1,779

 
 
—

 
 
—

 
 
133

 
Total
 
26,561

(a) 
 
67,963

(a) 
 
15,942

 
 
$
1,915

(a) 
 
$
5,447

(a) 
 
$
1,200

 

(a)
2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.

On November 16, 2017, our Board of Directors authorized share repurchases through December 2018 of up to $1.5 billion (excluding applicable transaction fees) of our outstanding Common Stock. As of December 31, 2017, we have remaining capacity to repurchase up to $1.5 billion of Common Stock under this authorization.

Changes in AOCI are presented below.
 
 
Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature(a)
 
Pension and Post-Retirement Benefits(b)
 
Derivative Instruments(c)
 
Total
Balance at December 31, 2015, net of tax
 
$
(125
)
 
$
(113
)
 
$
(14
)
 
$
(252
)
 
 
 
 
 
 
 
 
 
Gains (losses) arising during the year classified into AOCI, net of tax
 
(153
)
 
(41
)
 
37

 
(157
)
 
 
 
 
 
 
 
 
 
(Gains) losses reclassified from AOCI, net of tax

 
(11
)
 
27

 
(18
)
 
(2
)
 
 
 
 
 
 
 
 
 
OCI, net of tax
 
(164
)
 
(14
)
 
19

 
(159
)
 
 
 
 
 
 
 
 
 
Separation of China business
 
(47
)
 
—

 
—

 
(47
)
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016, net of tax
 
$
(336
)
 
$
(127
)
 
$
5

 
$
(458
)
 
 
 
 
 
 
 
 
 
Gains (losses) arising during the year classified into AOCI, net of tax
 
107

 
(13
)
 
(51
)
 
43

 
 
 
 
 
 
 
 
 
(Gains) losses reclassified from AOCI, net of tax

 
55

 
34

 
55

 
144

 
 
 
 
 
 
 
 
 
OCI, net of tax
 
162

 
21

 
4

 
187

 
 
 
 
 
 
 
 
 
Balance at December 31, 2017, net of tax
 
$
(174
)
 
$
(106
)
 
$
9

 
(271
)
 
 
 
 
 
 
 
 
 

(a)
Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016.

(b)
Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of $5 million, historical pension data adjustment of $22 million, settlement charges of $20 million, amortization of prior service cost of $5 million and related income tax benefit of $18 million. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of $6 million, settlement charges of $33 million, amortization of prior service cost of $5 million and related income tax benefit of $17 million. See Note 15.

(c)
See Note 13 for details on amounts reclassified from AOCI.
XML 42 R26.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes

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

 
 
2017
 
2016
 
2015
U.S.
 
$
662

 
$
366

 
$
480

Foreign
 
1,612

 
979

 
773

 
 
$
2,274

 
$
1,345

 
$
1,253



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

 
 
 
 
2017
 
2016
 
2015
Current:
 
Federal
 
$
(2
)
 
$
126

 
$
267

 
 
Foreign
 
290

 
160

 
133

 
 
State
 
12

 
13

 
28

 
 
 
 
$
300

 
$
299

 
428

 
 
 
 
 
 
 
 
 
Deferred:
 
Federal
 
$
603

 
$
19

 
(116
)
 
 
Foreign
 
19

 
3

 
15

 
 
State
 
12

 
6

 
—

 
 
 
 
$
634

 
$
28

 
$
(101
)
 
 
 
 
$
934


$
327


$
327



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

 
 
2017
 
2016
 
2015
U.S. federal statutory rate
 
$
797

 
35.0
 %
 
$
473

 
35.0
 %
 
$
438

 
35.0
 %
State income tax, net of federal tax benefit
 
11

 
0.5

 
15

 
1.1

 
12

 
0.9

Statutory rate differential attributable to foreign operations
 
(212
)
 
(9.3
)
 
(143
)
 
(10.5
)
 
(175
)
 
(13.7
)
Adjustments to reserves and prior years
 
12

 
0.5

 
(11
)
 
(0.8
)
 
13

 
1.0

Share-based payments
 
(117
)
 
(5.1
)
 
—

 
—

 
—

 
—

Change in valuation allowances
 
34

 
1.5

 
(3
)
 
(0.2
)
 
41

 
3.0

Other, net
 
(25
)
 
(1.1
)
 
(4
)
 
(0.3
)
 
(2
)
 
(0.1
)
Tax Act Enactment
 
434

 
19.1

 
—

 
—

 
—

 
—

Effective income tax rate
 
$
934

 
41.1
 %
 
$
327

 
24.3
 %
 
$
327

 
26.1
 %


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 2015, this benefit was positively impacted by the repatriation of current year foreign earnings as we recognized excess foreign tax credits, resulting from the related effective foreign tax rate being higher than the U.S. federal statutory rate.

Adjustments to reserves and prior years.  This item includes: (1) 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; and (2) 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. The impact of certain effects or changes may offset items reflected in the 'Statutory rate differential attributable to foreign operations' line.

In 2016, this item was favorably impacted by the resolution of uncertain tax positions in the U.S.

Share-based payments. 2017 includes a $117 million tax benefit related to the excess tax benefits from share-based payments. These excess benefits were largely associated with deferred compensation payouts to recently retired employees. See Note 2 for discussion related to the adoption of a new accounting standard for share based payments in 2017.

Change in valuation allowances.  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.

In 2017, $34 million of net tax expense was driven by valuation allowances recorded against deferred tax assets generated in the current year. This amount excludes a valuation allowance of $189 million related to the Tax Act.

In 2016, $3 million of net tax benefit was driven by $14 million in net tax expense for valuation allowances recorded against deferred tax assets generated in the current year and $17 million in net tax benefit for valuation allowances resulting from a change in judgment regarding the future use of certain deferred tax assets that existed at the beginning of the year.

In 2015, $41 million of net tax expense was driven by $17 million for valuation allowances recorded against deferred tax assets generated in the current year and $24 million in net tax expense resulting from a change in judgment regarding the future use of certain deferred tax assets that existed at the beginning of the year.

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

In 2017, this item was primarily driven by the favorable impact of certain international refranchising gains.

Tax Act Enactment. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). The Tax Act significantly modifies the U.S. corporate income tax system by, among other things, reducing the federal income tax rate from 35% to 21%, limiting certain deductions, including limiting the deductibility of interest expense to 30% of U.S. Earnings Before Interest, Taxes, Depreciation and Amortization, imposing a mandatory one-time deemed repatriation tax on accumulated foreign earnings and creating a territorial tax system that changes the manner in which future foreign earnings are subject to U.S. tax. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin 118 that allows us to record provisional amounts related to the impacts of the Tax Act during a measurement period not to extend beyond one year of the enactment date. We currently are analyzing the Tax Act and have made reasonable estimates of the effects on our Consolidated Financial Statements and tax disclosures, including the amount of the deemed repatriation tax and changes to our existing deferred tax balances.

The deemed repatriation tax is based on our accumulated foreign earnings and profits that we previously deferred from U.S. income taxes. We recorded an estimated amount for our repatriation tax liability of $170 million as of December 31, 2017. In addition, we remeasured certain net deferred tax assets and liabilities based on the tax rates at which they are expected to reverse in the future. The estimated amount recorded related to the remeasurement of these balances was a net expense of $75 million. Lastly, we recorded a valuation allowance of $189 million on our remaining foreign tax credit carryforwards which are unlikely to be realized under the U.S. territorial tax system. The estimated total impact upon enactment of the Tax Act is $434 million.

We consider the key estimates on the deemed repatriation tax, net deferred tax remeasurement and the impact on our foreign tax credit carryforwards to be incomplete due to our continuing analysis of final year-end data and tax positions. Our analysis could affect the measurement of these balances and give rise to new deferred and other tax assets and liabilities. Since the Tax Act was passed late in the fourth quarter of 2017, and further guidance and accounting interpretation is expected over the next 12 months, our review is still pending. We expect to complete our analysis of the amounts recorded upon enactment of the Tax Act within the measurement period of one year.

The details of 2017 and 2016 deferred tax assets (liabilities) are set forth below:
 
 
2017
 
2016
Operating losses
 
$
216

 
$
172

Capital losses
 
4

 
184

Tax credit carryforwards
 
311

 
284

Employee benefits
 
94

 
185

Share-based compensation
 
58

 
100

Self-insured casualty claims
 
7

 
32

Lease-related liabilities
 
51

 
65

Various liabilities
 
51

 
56

Property, plant and equipment
 
24

 
37

Deferred income and other
 
31

 
32

Gross deferred tax assets
 
847

 
1,147

Deferred tax asset valuation allowances
 
(421
)
 
(195
)
Net deferred tax assets
 
$
426

 
$
952

Intangible assets, including goodwill
 
$
(69
)
 
$
(107
)
Property, plant and equipment
 
(18
)
 
(46
)
Deemed repatriation tax
 
(170
)
 
—

Other
 
(36
)
 
(34
)
Gross deferred tax liabilities
 
$
(293
)
 
$
(187
)
Net deferred tax assets (liabilities)
 
$
133


$
765


Reported in Consolidated Balance Sheets as:
 
 
 
 
Deferred income taxes
 
$
139


$
772

Other liabilities and deferred credits
 
(6
)
 
(7
)
 
 
$
133


$
765



As of December 31, 2017, we had approximately $3.2 billion of unremitted foreign earnings. We have historically reinvested all the unremitted earnings of our foreign subsidiaries and affiliates, and therefore have not recognized any U.S. deferred tax liability on these earnings. However, upon the enactment of the Tax Act, the unremitted earnings of our foreign subsidiaries and affiliates are subject to U.S. tax due to the mandatory deemed repatriation tax on accumulated foreign earnings provision. As a result, we recognized a one-time income tax expense of $170 million. Our intent is to indefinitely reinvest our unremitted earnings outside the U.S. and our current plans do not demonstrate a need to repatriate these amounts to fund our U.S. operations. Thus, for our investments in foreign subsidiaries where the carrying values for financial reporting exceed the tax basis, we have not provided taxes, other than U.S. federal taxes, for the portion of the excess that we believe is permanently invested, as we have the ability and intent to indefinitely postpone these basis differences from reversing with a tax consequence. However, if these funds were repatriated, we would be required to accrue and pay applicable income taxes (if any) and withholding taxes payable to various countries. A determination of the deferred tax liability on this amount is not practicable.

At December 31, 2017, the Company has foreign operating and capital loss carryforwards of $0.5 billion and U.S. state operating loss and tax credit carryforwards of $1.1 billion and U.S. federal tax credit carryforwards of $0.3 billion.  A valuation allowance of $434 million has been recorded against the carryforwards that are not likely to be realized. 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
 
 
 
 
2018
 
2019-2022
 
2023-2036
 
Indefinitely
 
Total
Foreign
 
$
9

 
$
46

 
$
85

 
$
376

 
$
516

U.S. state
 
—

 
61

 
1,012

 
—

 
1,073

U.S. federal
 
—

 
67

 
238

 
—

 
305

 
 
$
9

 
$
174

 
$
1,335

 
$
376

 
$
1,894



We recognize the benefit of positions taken or expected to be taken in tax returns in the Consolidated 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 $100 million and $91 million of unrecognized tax benefits at December 31, 2017 and December 31, 2016, respectively, $10 million and $87 million of which are temporary in nature and if recognized, would not impact the effective income tax rate.  A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 
 
2017
 
2016
Beginning of Year
 
$
91

 
$
98

     Additions on tax positions - current year
 
3

 
—

     Additions for tax positions - prior years
 
8

 
1

     Reductions for tax positions - prior years
 
—

 
(5
)
     Reductions for settlements
 
(1
)
 
(1
)
     Reductions due to statute expiration
 
(1
)
 
(2
)
     Foreign currency translation adjustment
 
—

 
—

End of Year
 
$
100

 
$
91



The Company believes its unrecognized tax benefits will not materially increase or decrease in the next 12 months.

The Company’s income tax returns are subject to examination in the U.S. federal jurisdiction and numerous U.S. state and foreign jurisdictions.

The Company has settled audits with the IRS through fiscal year 2010. Our operations in certain foreign jurisdictions remain subject to examination for tax years as far back as 2006, some of which years are currently under audit by local tax authorities.

The accrued interest and penalties related to income taxes at December 31, 2017 and December 31, 2016 are set forth below:
 
 
2017
 
2016
Accrued interest and penalties
 
$
14

 
$
9



During 2017, 2016 and 2015, a net expense of $5 million, a net benefit of $4 million and a net expense of $5 million, respectively, for interest and penalties was recognized in our Consolidated Statements of Income as components of its Income tax provision.

In October 2016, the Company completed the separation of its China business into an independent publicly-traded company. The transaction has been treated as qualifying as a tax-free reorganization for U.S. income tax purposes. In addition, the Company considered the China indirect income tax on indirect transfers of assets by nonresident enterprises and concluded that it does not apply to the separation transaction.
XML 43 R27.htm IDEA: XBRL DOCUMENT v3.8.0.1
Reportable Operating Segments
 12 Months Ended
Dec. 31, 2017
Reportable Operating Segments [Abstract]  
Reportable Operating Segments Reportable Operating Segments

See Note 1 for a description of our operating segments.
 
 
Revenues
 
 
2017
 
2016
 
2015
KFC Division(a)
 
$
3,110


$
3,225


$
3,222

Pizza Hut Division(a)
 
893


1,108


1,205

Taco Bell Division(a)
 
1,880

 
2,025

 
1,991

Unallocated(b)(f)
 
(5
)
 
(2
)
 
—

 
 
$
5,878


$
6,356


$
6,418



 
 
Operating Profit; Interest Expense, Net; and
Income Before Income Taxes
 
 
2017
 
2016
 
2015
KFC Division
 
$
981


$
871


$
835

Pizza Hut Division
 
341


367


351

Taco Bell Division
 
619

 
595

 
546

Unallocated Franchise and license fees and income(b)(f)
 
(5
)
 
(2
)
 
—

Unallocated restaurant costs(b)(i)
 
10


—


—

Unallocated Franchise and license expenses(b)(f)
 
(30
)
 
(24
)
 
(71
)
Corporate and unallocated G&A expenses(b)(g)
 
(230
)

(280
)

(180
)
Unallocated Refranchising gain (loss)(b)
 
1,083


163


(23
)
Unallocated Other income (expense)(b)(h)
 
(8
)

(8
)

(24
)
Operating Profit
 
2,761


1,682


1,434

Other pension income (expense)(b)(j)
 
(47
)
 
(32
)
 
(40
)
Interest expense, net(b)
 
(440
)

(305
)

(141
)
Income from continuing operations before income taxes
 
$
2,274


$
1,345


$
1,253


 
 
Depreciation and Amortization
 
 
2017
 
2016
 
2015
KFC Division
 
$
138

 
$
172

 
180

Pizza Hut Division
 
26

 
36

 
40

Taco Bell Division
 
82

 
90

 
89

Corporate
 
7

 
12

 
10

 
 
$
253

 
$
310

 
$
319


 
 
Capital Spending
 
 
2017
 
2016
 
2015
KFC Division
 
$
176

 
$
216

 
$
260

Pizza Hut Division
 
42

 
69

 
54

Taco Bell Division
 
95

 
132

 
116

Corporate
 
5

 
10

 
12

 
 
$
318

 
$
427

 
$
442


 
 
Identifiable Assets
 
 
2017
 
2016
KFC Division(e)
 
$
1,791

 
$
2,158

Pizza Hut Division(e)
 
628

 
639

Taco Bell Division(e)
 
1,086

 
1,178

Corporate(c)(e)
 
1,806

 
1,478

 
 
$
5,311

 
$
5,453


 
 
Long-Lived Assets(d)
 
 
2017
 
2016
KFC Division
 
$
1,200

 
$
1,537

Pizza Hut Division
 
310

 
372

Taco Bell Division
 
778

 
859

Corporate
 
31

 
32

 
 
$
2,319

 
$
2,800



(a)
U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $2.8 billion in 2017, $3.1 billion in 2016 and $3.1 billion in 2015.

(b)    Amounts have not been allocated to any segment for performance reporting purposes.

(c)    Primarily includes cash and deferred tax assets.

(d)    Includes PP&E, goodwill, and intangible assets, net.

(e)
U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled $3.0 billion and $3.1 billion in 2017 and 2016, respectively.

(f)
Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.

(g)
Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of $21 million, non-cash charges associated with modifications of share-based compensation awards of $18 million and costs associated with the Pizza Hut U.S. Transformation Agreement of $13 million. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of $61 million and non-cash charges associated with the modifications of share-based compensation awards of $30 million. See Note 5.
(h)
Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of $2 million and $9 million in 2017 and 2016, respectively. See Note 8.
(i)
Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5.
(j)
Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of $24 million related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5.
XML 44 R28.htm IDEA: XBRL DOCUMENT v3.8.0.1
Contingencies
 12 Months Ended
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Contingencies Contingencies

Lease Guarantees

As a result of having assigned our interest in obligations under real estate leases as a condition to the refranchising of certain Company-owned restaurants, and 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, 2017, the potential amount of undiscounted payments we could be required to make in the event of non-payment by the primary lessee was approximately $600 million.  The present value of these potential payments discounted at our pre-tax cost of debt at December 31, 2017 was
approximately $500 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, 2017 and December 31, 2016 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 or the upgrade of existing restaurants and, to a lesser extent, in connection with the Company’s refranchising programs in the U.S. 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. We have provided guarantees of 20% of the outstanding loans of the franchisee loan program. As such, at December 31, 2017 our guarantee exposure under this program is $3 million based on total loans outstanding of $15 million.

In addition to the guarantees described above, YUM has agreed to provide guarantees of up to $43 million on behalf of franchisees for several financing programs related to equipment purchases and refranchising. At December 31, 2017, our guarantee exposure under these financing programs is $10 million based on total loans outstanding of $31 million.

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 2017 and 2016 activity related to our net self-insured property and casualty reserves as of December 31, 2017.

 
 
Beginning Balance
 
Expense
 
Payments
 
Ending Balance
2017 Activity
 
$
98

 
27

 
(41
)
 
$
84

2016 Activity
 
$
102

 
42

 
(46
)
 
$
98



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.

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.

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. An accrual is recorded with respect to claims or contingencies for which a loss is determined to be probable and reasonably estimable.

We are currently engaged in various 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 Statements.
XML 45 R29.htm IDEA: XBRL DOCUMENT v3.8.0.1
Selected Quarterly Financial Data (Unaudited)
 12 Months Ended
Dec. 31, 2017
Selected Quarterly Financial Data (Unaudited) [Abstract]  
Selected Quarterly Financial Data (Unaudited) Selected Quarterly Financial Data (Unaudited)

 
 
2017
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
902

 
$
909

 
$
871

 
$
890

 
$
3,572

Franchise and license fees and income
 
515

 
539

 
565

 
687

 
2,306

Total revenues
 
1,417

 
1,448

 
1,436

 
1,577

 
5,878

Restaurant profit
 
144

 
161

 
154

 
159

 
618

Operating Profit(a)
 
484

 
419

 
643

 
1,215

 
2,761

Net Income
 
280

 
206

 
418

 
436

 
1,340

Basic earnings per common share from continuing operations
 
0.78

 
0.59

 
1.21

 
1.29

 
3.86

Diluted earnings per common share from continuing operations
 
0.77

 
0.58

 
1.18

 
1.26

 
3.77

Dividends declared per common share
 
0.30

 
0.30

 
—

 
0.30

 
0.90

 
 
2016
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
953

 
$
1,006

 
$
992

 
$
1,238

 
$
4,189

Franchise and license fees and income
 
490

 
503

 
526

 
648

 
2,167

Total revenues
 
1,443

 
1,509

 
1,518

 
1,886

 
6,356

Restaurant profit
 
148

 
167

 
161

 
224

 
700

Operating Profit(b)
 
349

 
415

 
398

 
520

 
1,682

Income from continuing operations, net of tax
 
226

 
266

 
218

 
308

 
1,018

Income (loss) from discontinued operations, net of tax
 
138

 
70

 
422

 
(5
)
 
625

Net Income
 
364

 
336

 
640

 
303

 
1,643

Basic earnings per common share from continuing operations
 
0.55

 
0.65

 
0.56

 
0.84

 
2.58

Basic earnings (loss) per common share from discontinued operations
 
0.33

 
0.17

 
1.09

 
(0.01
)
 
1.59

Basic earnings per common share
 
0.88

 
0.82

 
1.65

 
0.83

 
4.17

Diluted earnings per common share from continuing operations
 
0.54

 
0.64

 
0.55

 
0.83

 
2.54

Diluted earnings (loss) per common share from discontinued operations
 
0.33

 
0.17

 
1.07

 
(0.01
)
 
1.56

Diluted earnings per common share
 
0.87

 
0.81

 
1.62

 
0.82

 
4.10

Dividends declared per common share
 
0.46

 
0.46

 
0.51

 
0.30

 
1.73


(a)
Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.

(b)
Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.
XML 46 R30.htm IDEA: XBRL DOCUMENT v3.8.0.1
Subsequent Events - USD ($)
shares in Millions, $ in Millions
 12 Months Ended
Dec. 31, 2017
Feb. 07, 2018
Subsequent Event [Line Items]    
Subsequent Events [Text Block] Subsequent Events

On February 7, 2018, certain of our subsidiaries entered into a master services agreement with a subsidiary of Grubhub Inc. (“Grubhub”), the leading online and mobile takeout food-ordering company in the U.S., which is intended to provide dedicated support for the KFC and Taco Bell branded online delivery channels in the U.S. through Grubhub’s online ordering platform, logistics and last-mile support for delivery orders, as well as point-of-sale integration to streamline operations. Concurrently with the master services agreement, one of our subsidiaries entered into an investment agreement with Grubhub to invest $200 million in exchange for approximately 2.8 million shares of Grubhub common stock, subject to customary closing conditions. In connection with the closing of the investment, Grubhub has agreed to appoint a YUM representative to Grubhub’s Board of Directors. We expect the closing of the investment to occur prior to the end of the first quarter of 2018. 		 
Investments in unconsolidated affiliates   $ 200
Investment Owned, Balance, Shares   2.8
XML 47 R31.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Principles of Consolidation and Basis of Preparation 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 have an equity interest in any of our franchisee businesses.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees.  However, we do have variable interests in certain franchisees through real estate lease arrangements to which we are a party.  At the end of 2017, YUM has future lease payments due from franchisees, on a nominal basis, of approximately $725 million, and we are contingently liable on certain other lease agreements that have been assigned to franchisees. See the Lease Guarantees and Franchise Loan Pool and Equipment Guarantees sections in Note 20. As our franchise and license arrangements provide our franchisee 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 20 for additional information on our 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.

We participate in various advertising cooperatives with our franchisees 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-owned and franchise restaurants and are generally based on a percentage 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.  Advertising cooperative 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.  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 Company as 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 with regard to these contributions.  Thus, we do not reflect franchisee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows.
Fiscal Year Fiscal Year.  Our fiscal years have historically ended on the last Saturday in December and, as a result, a 53rd week was added every five or six years.  The first three quarters of each fiscal year consisted of 12 weeks and the fourth quarter consisted of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks.  Our U.S. subsidiaries and certain international subsidiaries operated on similar fiscal calendars. Our remaining international subsidiaries operated on a monthly calendar, and thus never had 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.  Certain international subsidiaries within our KFC, Pizza Hut and Taco Bell divisions have historically closed approximately one month or one period earlier to facilitate consolidated reporting.

Fiscal year 2016 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar. The 53rd week added $76 million to Total revenues and $28 million to Operating Profit in our 2016 Consolidated Statement of Income.

On January 27, 2017, YUM’s Board of Directors approved a change in the Company's fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending December 31 of each year, commencing with the year ending December 31, 2017. In connection with this change, the Company moved from a 52-week periodic fiscal calendar with three 12-week interim quarters and a 16-week fourth quarter to a monthly reporting calendar with each quarter comprised of three months. Our U.S. subsidiaries continue to report on a period calendar as described above.

Concurrent with the change in the Company's fiscal year, we also eliminated the one month or one period reporting lags of our international subsidiaries. As a result of removing these reporting lags, each international subsidiary operates either on a monthly calendar consistent with the Company’s new calendar or on a periodic calendar consistent with our U.S. subsidiaries. We believe this change in our international subsidiary reporting calendars and the resulting elimination of reporting lags is preferable because a more current reporting calendar allows the Consolidated Financial Statements to more consistently and more timely reflect the impact of current events, economic conditions and global trends.

The change to the Company’s fiscal year and removal of the international reporting lags is effective in 2017. We have applied this change in accounting principle retrospectively to all prior financial periods presented and the impact of this change is summarized in Note 5. The impact of the change in accounting principle on the current period Consolidated Financial Statements is similar to the impact on the prior period results discussed in Note 5.
Foreign Currency Foreign Currency.  The functional currency of our foreign entities is the currency of the primary economic environment in which the entity operates. Functional currency determinations are made based upon a number of economic factors, including but not limited to cash flows and financing transactions. The operations, assets and liabilities of our entities outside the U.S. are initially measured using the functional currency of that entity. Income and expense accounts for our operations of these foreign entities are then translated into U.S. dollars at the average exchange rates prevailing during the period. Assets and liabilities of these foreign entities are then translated into U.S. dollars at exchange rates in effect at the balance sheet date. As of December 31, 2017, net cumulative translation adjustment losses of $174 million are recorded in Accumulated other comprehensive loss ("AOCI") in the Consolidated Balance Sheet.

The majority of our foreign currency net asset exposure is in countries where we have Company-owned restaurants. As we manage and share resources at the individual brand level within a country, cumulative translation adjustments are recorded and tracked at the foreign-entity level that represents the operations of our individual brands within that country. Translation adjustments recorded in AOCI are subsequently recognized as income or expense generally only upon sale of the related investment in a foreign entity, or upon a sale of assets and liabilities within a foreign entity that represents a complete or substantially complete liquidation of that foreign entity. For purposes of determining whether a sale or complete or substantially complete liquidation of an investment in a foreign entity has occurred, we consider those same foreign entities for which we record and track cumulative translation adjustments.

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 Statements of Income.
Reclassifications 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, 2017. These reclassifications had no effect on previously reported Net Income, as restated.
Franchise and License Operations Franchise Operations.  We execute store-level franchise agreements for units operated by third parties which set out the terms of our arrangement with the franchisee. Our franchise agreements typically require the franchisee to pay an initial, non-refundable fee upon an individual store opening 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. Additionally, we execute master franchise agreements in certain regions that transfer administrative and development obligations and sub-franchising rights to a franchisee in exchange for reduced franchise fees.  

The internal costs we incur to provide support services to our franchisees are charged to General and administrative expenses (“G&A”) as incurred.  Certain direct costs of our franchise 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 marketing funding, amortization expense for franchise-related intangible assets, value added taxes on royalties and certain other direct incremental franchise support costs.
Revenue Recognition Revenue Recognition. Revenues from Company-owned 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 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 as revenue when we have performed substantially all initial services required by the franchise agreement, which is generally upon the opening of a store.  We recognize continuing fees, which are based upon a percentage of franchisee sales as those sales occur and rental income is recognized as it is earned.  We recognize renewal fees when a renewal agreement with a franchisee becomes effective.  

While the majority of our franchise agreements are entered into with terms and conditions consistent with those at a prevailing market rate, there are instances when we enter into franchise agreements with terms that are not at market rates (for example, below-market continuing fees) for a specified period of time. We recognize the estimated value of terms in franchise agreements entered into concurrently with a refranchising transaction that are not consistent with market terms as part of the upfront Refranchising (gain) loss and amortize that amount into Franchise and license fees and income over the period such terms are in effect. The value of terms that are not considered to be at market within franchise agreements is estimated based upon the difference between the present value of the cash expected to be received under the franchise agreement and the present value of the cash that would have been expected to be received under a franchise agreement with terms substantially consistent with market.
Direct Marketing Costs Direct Marketing Costs.  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are based on a percentage of sales.  We charge direct marketing costs incurred outside of a cooperative 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.  Our advertising expenses were $245 million, $260 million and $253 million in 2017, 2016 and 2015, respectively.  We report the majority of our direct marketing costs in Occupancy and other operating expenses as they are incurred as a percentage of sales by Company-owned restaurants. Advertising incurred on behalf of franchised restaurants is recorded within Franchise and license expenses, including $25 million related to the Pizza Hut U.S. Transformation Agreement and $20 million related to the KFC U.S. Acceleration Agreement in 2017. See Note 5 for further discussion of these agreements.
Research and Development Expenses Research and Development Expenses.  Research and development expenses, which we expense as incurred, are reported in G&A.  Research and development expenses were $22 million, $24 million and $23 million in 2017, 2016 and 2015, respectively.
Share-Based Employee Compensation Share-Based Employee Compensation.  We recognize ongoing 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, net of an assumed forfeiture rate, for 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. See Note 16 for further discussion of our share-based compensation plans.
Legal Costs Legal Costs. Settlement costs are accrued when they are deemed probable and reasonably 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 reasonably estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred. See Note 20 for further discussion of our legal proceedings.
Impairment or Disposal of Property, Plant and Equipment 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 it is more likely than not that we will 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 royalties we would receive under a franchise agreement with terms substantially at market.  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 it is more likely than not 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 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.  Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including any impairment charges discussed above, and associated termination, relocation or retention costs associated with store-level employees of refranchised stores or employees of restaurant-support centers which we have closed due to refranchising. We recognize gains on restaurant refranchisings when the sale transaction closes and control of the restaurant operations have transferred to the franchisee.

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.
Guarantees 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 are included in Refranchising (gain) loss.  Any 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 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, capital 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 or carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Income tax provision 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. We evaluate these amounts on a quarterly basis to ensure that they have been appropriately adjusted for audit settlements and other events we believe may impact the outcome. Changes in judgment that result in subsequent recognition, derecognition or a change in 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. We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision.

We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries (except for the U.S. tax provided for as part of the Tax Act enacted on December 22, 2017, see Note 18) to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans and expected cash requirements in the U.S.

See Note 18 for a further discussion of our income taxes.
Fair Value Measurements 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 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. Cash and overdraft balances that meet the criteria for right of setoff are presented net on our Consolidated Balance Sheet.
Receivables Receivables.  The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise and lease agreements.  Trade receivables consisting of royalties from franchisees, including Yum China, are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on our Consolidated Balance Sheet.  Yum China is our largest franchisee and we recorded franchise fee revenues of approximately $260 million from Yum China in 2017. Our provision for uncollectible franchisee 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 record provisions for estimated losses on receivables when we believe it probable that our franchisees 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.  We recorded $5 million, less than $1 million and $6 million in net provisions within Franchise and license expenses in 2017, 2016 and 2015, respectively, related to uncollectible franchise and license trade receivables.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.
 
 
 
2017
 
2016
Accounts and notes receivable
 
$
419

 
$
384

Allowance for doubtful accounts
 
(19
)
 
(14
)
Accounts and notes receivable, net
 
$
400

 
$
370


 
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, 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 record provisions for estimated losses on receivables when we believe it is probable that our franchisees 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, net while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled $38 million and $29 million (net of an allowance of $2 million) at December 31, 2017 and December 31, 2016, respectively.  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 historically been insignificant.
Inventories Inventories.  We value our inventories at the lower of cost (computed on the first-in, first-out method) or market.
Property, Plant and Equipment Property, Plant and Equipment.  We state PP&E 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 leasehold improvements, 3 to 20 years for machinery and equipment and 3 to 7 years for capitalized software costs.  We suspend depreciation and amortization on assets that are held for sale.
Leases and Leasehold Improvements Leases and Leasehold Improvements.  The Company leases land, buildings or both for certain of its restaurants and restaurant support centers worldwide.  The length of our 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 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 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 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 it is probable 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.
Goodwill and Intangible Assets 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 business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions.

We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairment might exist.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, then the reporting unit’s fair value is compared to 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-owned restaurant 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.  

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.  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.  Appropriate adjustments are made if a franchise agreement includes terms that are determined to not be at prevailing market rates.  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-owned restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants.

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 an 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 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 cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument for a cash flow 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.

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, 2017 and December 31, 2016, all of the counterparties to our interest rate swaps, foreign currency 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.
Common Stock Share Repurchases 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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, 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, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, as an addition to Accumulated deficit.  Due to the large number of share repurchases of our stock over the past several years, our Common Stock balance is frequently zero at the end of any period.  Accordingly, $1,915 million, $5,399 million and $1,124 million in share repurchases in 2017, 2016 and 2015, respectively, and $20 million related to shares cancelled upon employee share-based award exercises in 2017 were recorded as an addition to Accumulated deficit. See Note 17 for additional information on our share repurchases.
Pension and Post-retirement Medical Benefits 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, which is calculated on a plan-by-plan basis. The projected benefit obligation and related funded status are determined using assumptions as of the end of each year. 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 AOCI.

The net periodic benefit costs associated with the Company's defined benefit pension and post-retirement medical plans are determined using assumptions regarding the projected benefit obligation and, for funded plans, the market-related value of plan assets as of the beginning of each year, or remeasurement period, it applicable. We record the service cost component of net periodic benefit costs in G&A. Non-service cost components are recorded in Other pension (income) expense. We have elected to use a market-related value of plan assets to calculate the expected return on assets, net of administrative and investment fees paid from plan assets, in net periodic benefit costs. We recognize differences in the fair value versus the market-related value of plan assets evenly over five years. For each individual plan we amortize into pension expense the net amounts in AOCI, as adjusted for the difference between the fair value and market-related value of plan assets, to the extent that such amounts exceed 10% of the greater of a plan’s projected benefit obligation or market-related value of assets, over the remaining service period of active participants in the plan or, for plans with no active participants, over the expected average life expectancy of the inactive participants in the plan. We record a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. We record a curtailment gain when the employees who are entitled to the benefits terminate their employment; we record a curtailment loss when it becomes probable a loss will occur.

We recognize settlement gains or losses only when we have determined that the cost of all settlements in a year will exceed the sum of the service and interest costs within an individual plan.
XML 48 R32.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Accounts and notes receivable, net
 
 
2017
 
2016
Accounts and notes receivable
 
$
419

 
$
384

Allowance for doubtful accounts
 
(19
)
 
(14
)
Accounts and notes receivable, net
 
$
400

 
$
370
XML 49 R33.htm IDEA: XBRL DOCUMENT v3.8.0.1
Earnings Per Common Share ("EPS") (Tables)
 12 Months Ended
Dec. 31, 2017
Earnings Per Share [Abstract]  
Earnings Per Common Share
 
 
2017
 
2016
 
2015
Income from continuing operations
 
$
1,340

 
$
1,018

 
$
926

Income from discontinued operations
 
N/A

 
625

 
357

Net Income
 
$
1,340


$
1,643


$
1,283

Weighted-average common shares outstanding (for basic calculation)
 
347

 
394

 
435

Effect of dilutive share-based employee compensation
 
8

 
6

 
8

Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)
 
355

 
400

 
443

Basic EPS from continuing operations
 
$
3.86

 
$
2.58

 
$
2.13

Basic EPS from discontinued operations
 
N/A

 
1.59

 
0.82

Basic EPS
 
$
3.86


$
4.17


$
2.95

Diluted EPS from continuing operations
 
$
3.77

 
$
2.54

 
$
2.09

Diluted EPS from discontinued operations
 
N/A

 
1.56

 
$
0.81

Diluted EPS
 
$
3.77


$
4.10


$
2.90

Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a)
 
2.3

 
5.0

 
4.5


(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.
XML 50 R34.htm IDEA: XBRL DOCUMENT v3.8.0.1
Discontinued Operations (Tables)
 12 Months Ended
Dec. 31, 2017
Discontinued Operations [Member]  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Condensed Income Statement [Table Text Block] The following table presents the financial results of the Company’s discontinued operations:
 
 
2016(a)
 
2015
Company sales
 
$
5,667

 
$
6,789

Franchise and license fees and income
 
109

 
120

Company restaurant expenses
 
(4,766
)
 
(5,913
)
G&A expenses(b)
 
(406
)
 
(405
)
Franchise and license expenses
 
(45
)
 
(48
)
Closures and impairment expenses
 
(57
)
 
(64
)
Refranchising gain
 
12

 
13

Other income(c)
 
49

 
27

Interest income, net
 
8

 
7

Income from discontinued operations before income taxes
 
571

 
526

Income tax benefit (provision)(d)
 
65

 
(164
)
Income from discontinued operations - including noncontrolling interests
 
636

 
362

(Income) loss from discontinued operations - noncontrolling interests
 
(11
)
 
(5
)
Income from discontinued operations, net of tax
 
$
625

 
$
357


(a)
Includes Yum China financial results from January 1, 2016 to October 31, 2016.

(b)
Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.

(c)
Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest.

(d)
During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation.
XML 51 R35.htm IDEA: XBRL DOCUMENT v3.8.0.1
Items Affecting Comparability of Net Income and Cash Flows (Tables)
 12 Months Ended
Dec. 31, 2017
Facility Actions [Line Items]  
Impact of Change in Reporting Calendar [Table Text Block] The impacts on our Consolidated Financial Statements of retrospectively applying these changes are included below:

 
 
2016
 
 
As Previously Reported
 
Adjustments
 
After Change in Reporting Calendar
Total revenues
 
$
6,366

 
$
(10
)
 
$
6,356

 
Operating Profit
 
1,625

 
25

(a) 
1,650

(b) 
Income from continuing operations
 
994

 
24

 
1,018

 
Income from discontinued operations, net of tax
 
625

 
—

 
625

 
Net Income
 
$
1,619

 
$
24

 
1,643

 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations
 
$
2.48

 
$
0.06

 
$
2.54

 
Diluted EPS from discontinued operations
 
1.56

 
—

 
1.56

 
Diluted EPS
 
$
4.04

 
$
0.06

 
$
4.10

 

 
 
2015
 
 
As Previously Reported
 
Adjustments
 
After Change in Reporting Calendar
Total revenues
 
$
6,440

 
$
(22
)
 
$
6,418

 
Operating Profit
 
1,402

 
(8
)
 
1,394

(b) 
Income from continuing operations
 
936

 
(10
)
 
926

 
Income from discontinued operations, net of tax
 
357

 
—

 
357

 
Net Income
 
$
1,293

 
$
(10
)
 
$
1,283

 
 
 
 
 
 
 
 
 
Diluted EPS from continuing operations
 
$
2.11

 
$
(0.02
)
 
$
2.09

 
Diluted EPS from discontinued operations
 
0.81

 
—

 
0.81

 
Diluted EPS
 
$
2.92

 
$
(0.02
)
 
$
2.90

 

(a)
Primarily represents gains of $24 million related to the refranchising of certain international restaurants which occurred in December 2016.

(b)
Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of $32 million and $40 million, respectively. See Note 2.
Refranchising (gain) loss [Member]  
Facility Actions [Line Items]  
Facility Actions Refranchising (Gain) Loss

The Refranchising (gain) loss by reportable segment is presented below. Given the size and volatility of refranchising initiatives, our chief operating decision maker ("CODM") does not consider the impact of Refranchising (gain) loss when assessing segment performance. As such, we do not allocate such gains and losses to our segments for performance reporting purposes.

During the years ended December 31, 2017, 2016 and 2015, we refranchised 1,470, 432 and 270 restaurants, respectively. We received $1,773 million, $370 million and $213 million in pre-tax proceeds in 2017, 2016 and 2015, respectively, related to these transactions.

A summary of Refranchising (gain) loss is as follows:

 
 
Refranchising (gain) loss
 
 
 
 
 
 
 
2017
 
2016
 
2015
 
 
 
 
 
KFC Division(a)
 
$
(581
)
 
$
(44
)
 
$
32

 
 
 
 
 
Pizza Hut Division(a)
 
(16
)
 
(48
)
 
56

 
 
 
 
 
Taco Bell Division
 
(486
)
 
(71
)
 
(65
)
 
 
 
 
 
Worldwide
 
$
(1,083
)
 
$
(163
)
 
$
23

 
 
 
 
 

(a)
In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.

As a result of classifying restaurant and related assets as held-for-sale and ceasing depreciation expense as well as recording any related write-downs to fair value, depreciation expense was reduced versus what would have otherwise been recorded by $10 million during the year ended December 31, 2017. Our CODM does not consider the impact of these depreciation reductions, which were recorded within Occupancy and other operating expenses when assessing segment performance. These depreciation reductions were not allocated to the Division segments resulting in depreciation expense continuing to be recorded within our Divisional results at the rate at which it was prior to the held-for-sale classification.
Closures and impairment (income) expenses  
Facility Actions [Line Items]  
Facility Actions Store Closure and Impairment Activity

Store closure (income) costs and Store impairment charges by reportable segment are presented below.
 
 
2017
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
—

 
$
—

 
$
(1
)
 
$
(1
)
Store impairment charges
 
2

 
1

 
1

 
4

Closure and impairment (income) expenses
 
$
2

 
$
1

 
$
—

 
$
3


 
 
2016
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
3

 
$
(5
)
 
$
—

 
$
(2
)
Store impairment charges
 
8

 
6

 
3

 
17

Closure and impairment (income) expenses
 
$
11

 
$
1

 
$
3

 
$
15


 
 
2015
 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Store closure (income) costs(a)
 
$
1

 
$
(1
)
 
$
(1
)
 
$
(1
)
Store impairment charges
 
8

 
5

 
4

 
17

Closure and impairment (income) expenses
 
$
9

 
$
4

 
$
3

 
$
16


(a)
Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016.
XML 52 R36.htm IDEA: XBRL DOCUMENT v3.8.0.1
Supplemental Cash Flow Data (Tables)
 12 Months Ended
Dec. 31, 2017
Supplemental Cash Flow Elements [Abstract]  
Cash paid for interest and income taxes, and significant non-cash investing and financing activities
 
 
2017
 
2016
 
2015
Cash Paid For:
 
 
 
 
 
 
Interest
 
$
442

 
$
297

 
$
141

Income taxes
 
346

 
314

 
392

Significant Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Capital lease obligations incurred
 
$
8

 
$
10

 
$
26

Capital lease and other debt obligations transferred through refranchising
 
(35
)
 
(1
)
 
—

Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows:
 
 
 
 
 
 
Cash and cash equivalents as presented in Consolidated Balance Sheets
 
$
1,522

 
$
725

 
$
345

Restricted cash included in Prepaid expenses and other current assets(a)
 
60

 
55

 
—

Restricted cash included in Other assets(b)
 
17

 
51

 
20

Cash, Cash Equivalents and Restricted Cash as presented in Consolidated Statements of Cash Flows
 
$
1,599

 
$
831

 
$
365



(a)
Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.

(b)
Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements.
XML 53 R37.htm IDEA: XBRL DOCUMENT v3.8.0.1
Franchise and License Fees and Income (Tables)
 12 Months Ended
Dec. 31, 2017
Franchise And License Fees And Income Disclosure [Abstract]  
Franchise and License Fees and Income
 
 
2017
 
2016
 
2015
Initial fees, including renewal fees
 
$
96

 
$
72

 
$
71

Continuing fees and rental income
 
2,210

 
2,095

 
2,011

Franchise and license fees and income
 
$
2,306


$
2,167


$
2,082
XML 54 R38.htm IDEA: XBRL DOCUMENT v3.8.0.1
Other (Income) Expense (Tables)
 12 Months Ended
Dec. 31, 2017
Other Income and Expenses [Abstract]  
Other (Income) Expense Table
 
 
2017
 
2016
 
2015
Foreign exchange net (gain) loss and other
 
$
5

 
$
(6
)
 
$
20

Loss associated with corporate aircraft(a)
 
2

 
9

 
—

Other (income) expense
 
$
7


$
3


$
20



(a)
During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft.

XML 55 R39.htm IDEA: XBRL DOCUMENT v3.8.0.1
Supplemental Balance Sheet Information (Tables)
 12 Months Ended
Dec. 31, 2017
Supplemental Balance Sheet Information Disclosure [Abstract]  
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets
 
2017
 
2016
Income tax receivable
 
$
175

 
$
44

Assets held for sale(a)
 
37

 
57

Other prepaid expenses and current assets
 
159

 
135

Prepaid expenses and other current assets
 
$
371


$
236



(a)
Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017.

Property, Plant and Equipment
Property, Plant and Equipment
 
2017
 
2016
Land
 
$
452

 
$
438

Buildings and improvements
 
1,661

 
2,149

Capital leases, primarily buildings
 
123

 
141

Machinery and equipment
 
941

 
1,380

Property, plant and equipment, gross
 
3,177

 
4,108

Accumulated depreciation and amortization
 
(1,480
)
 
(1,995
)
Property, plant and equipment, net
 
$
1,697


$
2,113
Accounts Payable and Other Current Liabilities
Accounts Payable and Other Current Liabilities
 
2017
 
2016
Accounts payable
 
$
119

 
$
142

Accrued capital expenditures
 
21

 
39

Accrued compensation and benefits
 
252

 
372

Dividends payable
 
—

 
106

Accrued taxes, other than income taxes
 
90

 
66

Other current liabilities
 
331

 
342

Accounts payable and other current liabilities
 
$
813


$
1,067
XML 56 R40.htm IDEA: XBRL DOCUMENT v3.8.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in the carrying amount of goodwill The changes in the carrying amount of goodwill are as follows:

 
 
KFC
 
Pizza Hut
 
Taco Bell
 
Worldwide
Balance as of December 31, 2015
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
266

 
$
206

 
$
113

 
$
585

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
266

 
189

 
113

 
568

Disposals and other, net(a)
 
2

 
(32
)
 
(2
)
 
(32
)
Balance as of December 31, 2016
 
 
 
 
 
 
 
 
Goodwill, gross
 
268

 
174

 
111

 
553

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
268

 
157

 
111

 
536

Disposals and other, net(a)
 
(21
)
 
5

 
(8
)
 
(24
)
Balance as of December 31, 2017
 
 
 
 
 
 
 
 
Goodwill, gross
 
247

 
179

 
103

 
529

Accumulated impairment losses
 
—

 
(17
)
 
—

 
(17
)
Goodwill, net
 
$
247

 
$
162

 
$
103

 
$
512



(a)
Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising.
Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class Intangible assets, net for the years ended 2017 and 2016 are as follows: 
 
 
2017
 
2016
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Definite-lived intangible assets
 
 
 
 
 
 
 
 
Reacquired franchise rights
 
$
60

 
$
(42
)
 
$
83

 
$
(49
)
Franchise contract rights
 
100

 
(77
)
 
99

 
(73
)
Lease tenancy rights
 
32

 
(6
)
 
56

 
(9
)
Other
 
37

 
(25
)
 
36

 
(23
)
 
 
$
229

 
$
(150
)
 
$
274

 
$
(154
)
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
KFC trademark
 
$
31

 
 
 
$
31

 
 
 
 
 
 
 
 
 
 
 
XML 57 R41.htm IDEA: XBRL DOCUMENT v3.8.0.1
Short-term Borrowings and Long-term Debt (Tables)
 12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Schedule of Debt [Table Text Block]
 
 
2017
 
2016
Short-term Borrowings
 
 
 
 
Current maturities of long-term debt
 
$
386

 
$
66

Other
 
—

 
8

 
 
$
386

 
$
74

Less current portion of debt issuance costs and discounts
 
(11
)
 
(8
)
Short-term borrowings
 
$
375

 
$
66

 
 
 
 
 
Long-term Debt
 
 
 
 
Securitization Notes
 
$
2,271

 
$
2,294

Subsidiary Senior Unsecured Notes
 
2,850

 
2,100

Term Loan A Facility
 
500

 
500

Term Loan B Facility
 
1,975

 
1,990

YUM Senior Unsecured Notes
 
2,200

 
2,200

Capital lease obligations (See Note 12)
 
105

 
120

 
 
9,901

 
9,204

Less debt issuance costs and discounts
 
(86
)
 
(79
)
Less current maturities of long-term debt
 
(386
)
 
(66
)
Long-term debt
 
$
9,429


$
9,059

The following table presents the carrying value and estimated fair value of the Company’s debt obligations:

 
12/31/2017
 
12/31/2016
 
Carrying Value
 
Fair Value (Level 2)
 
Carrying Value
 
Fair Value (Level 2)
Debt obligations
 
 
 
 
 
 
 
Securitization Notes(a)
$
2,271

 
$
2,367

 
$
2,294

 
$
2,315

Subsidiary Senior Unsecured Notes(b)
2,850

 
2,983

 
2,100

 
2,175

Term Loan A Facility(b)
500

 
503

 
500

 
501

Term Loan B Facility(b)
1,975

 
1,990

 
1,990

 
2,016

YUM Senior Unsecured Notes(b)
2,200

 
2,277

 
2,200

 
2,216

 
(a)
We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets.

(b)
We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates.
Debt Instrument [Line Items]  
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments The annual maturities of short-term borrowings and long-term debt as of December 31, 2017, excluding capital lease obligations of $105 million are as follows: 
Year ended:
 
2018
$
380

2019
318

2020
1,190

2021
441

2022
410

Thereafter
7,057

Total
$
9,796
Senior Unsecured Notes [Member]  
Debt Instrument [Line Items]  
Senior Unsecured Notes issued that remain outstanding The following table summarizes all YUM Senior Unsecured Notes issued that remain outstanding at December 31, 2017:
 
 
 
 
 
 
Interest Rate
Issuance Date(a)
 
Maturity Date
 
Principal Amount (in millions)
 
Stated
 
Effective(b)
October 2007
 
March 2018
 
$
325

 
6.25
%
 
6.36
%
October 2007
 
November 2037
 
325

 
6.88
%
 
7.45
%
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
%
October 2013
 
November 2023
 
325

 
3.88
%
 
4.01
%
October 2013
 
November 2043
 
275

 
5.35
%
 
5.42
%

(a)
Interest payments commenced approximately 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 debt issuance.
XML 58 R42.htm IDEA: XBRL DOCUMENT v3.8.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2017
Leases [Abstract]  
Future minimum commitments and amounts to be received as lessor or sublessor under non-cancelable leases 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
2018
 
$
13

 
$
124

 
$
5

 
$
64

2019
 
13

 
111

 
4

 
58

2020
 
12

 
87

 
4

 
51

2021
 
11

 
75

 
3

 
47

2022
 
11

 
67

 
3

 
44

Thereafter
 
76

 
435

 
24

 
415

 
 
$
136

 
$
899

 
$
43

 
$
679
Details of rental expense and income The details of rental expense and income are set forth below:
 
 
2017
 
2016
 
2015
Rental expense
 
 
 
 
 
 
Minimum
 
$
193

 
$
208

 
$
225

Contingent
 
21

 
26

 
29

 
 
$
214

 
$
234

 
$
254

Rental income
 
$
86

 
$
73

 
$
73
XML 59 R43.htm IDEA: XBRL DOCUMENT v3.8.0.1
Derivative Instruments (Tables)
 12 Months Ended
Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments, Gain (Loss) [Table Text Block] Gains and losses on derivative instruments designated as cash flow hedges recognized in AOCI and reclassifications from AOCI into Net Income:

 
Gains/(Losses) Recognized in AOCI
 
(Gains)/Losses Reclassified from AOCI into Net Income
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Interest rate swaps
$
4

 
$
47

 
$
2

 
$
(4
)
Foreign currency contracts
(56
)
 
10

 
56

 
(18
)
Income tax benefit/(expense)
1

 
(20
)
 
(3
)
 
4
XML 60 R44.htm IDEA: XBRL DOCUMENT v3.8.0.1
Fair Value Disclosures (Tables)
 12 Months Ended
Dec. 31, 2017
Fair Value Disclosures [Abstract]  
Fair Value Measurements, Recurring Basis 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, 2017 or December 31, 2016.
 
 
 
 
Fair Value
 
 
 
Level
 
2017
 
2016
 
Consolidated Balance Sheet
Interest Rate Swaps - Liability
 
2

 
$
—

 
$
3

 
Accounts payable and other current liabilities
Interest Rate Swaps - Asset
 
2

 
9

 
—

 
Prepaid expenses and other current assets
Interest Rate Swaps - Asset
 
2

 
40

 
47

 
Other assets
Foreign Currency Contracts - Liability
 
2

 
46

 
—

 
Other Liabilities and deferred credits
Foreign Currency Contracts - Asset
 
2

 
5

 
6

 
Prepaid expenses and other current assets
Foreign Currency Contracts - Asset
 
2

 
—

 
10

 
Other assets
Other Investments
 
1

 
29

 
24

 
Other assets
Fair Value Measurements and Total Losses, Non-Recurring Basis The following table presents expense recognized from all non-recurring fair value measurements during the years ended December 31, 2017 and December 31, 2016. These amounts exclude fair value measurements made for assets that were subsequently dispo
sed of prior to those respective year end dates. The remaining net book value of restaurant assets measured at fair value during the years ended December 31, 2017 and December 31, 2016 is insignificant.

 
 
2017
 
2016
 
Aircraft impairment(a)
 
$
—

 
$
3

 
Restaurant-level impairment(b)
 
2

 
9

 
Total
 
$
2

 
$
12

 

(a)
During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2).

(b)
Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3).
XML 61 R45.htm IDEA: XBRL DOCUMENT v3.8.0.1
Pension, Retiree Medical and Retiree Savings Plans (Tables)
 12 Months Ended
Dec. 31, 2017
Retirement Benefits [Abstract]  
Funded status of pension plans The following chart summarizes the balance sheet impact, as well as benefit obligations, assets, and funded status associated with our two significant U.S. pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year end.

 
 
2017
 
2016
Change in benefit obligation:
 
 
 
 
Benefit obligation at beginning of year
 
$
993

 
$
1,134

Service cost
 
10

 
17

Interest cost
 
41

 
54

Plan amendments
 
2

 
4

Curtailments
 
(2
)
 
(4
)
Special termination benefits
 
2

 
3

Benefits paid
 
(76
)
 
(26
)
Settlement payments(a)
 
(73
)
 
(260
)
Actuarial (gain) loss
 
115

 
77

Administrative expense
 
(5
)
 
(6
)
Benefit obligation at end of year
 
$
1,007

 
$
993

 
 
 
 
 
Change in plan assets:
 
 
 
 
Fair value of plan assets at beginning of year
 
$
837

 
$
1,004

Actual return on plan assets
 
129

 
87

Employer contributions
 
52

 
38

Settlement payments(a)
 
(73
)
 
(260
)
Benefits paid
 
(76
)
 
(26
)
Administrative expenses
 
(5
)
 
(6
)
Fair value of plan assets at end of year
 
$
864

 
$
837

 Funded status at end of year
 
$
(143
)
 
$
(156
)


(a)
For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.
Amounts recognized in the Consolidated Balance Sheet
Amounts recognized in the Consolidated Balance Sheet:
 
 
2017
 
2016
Accrued benefit liability - current
 
$
(8
)
 
$
(16
)
Accrued benefit liability - non-current
 
(135
)
 
(140
)
 
 
$
(143
)
 
$
(156
)
Pension plans with an accumulated benefit obligation in excess of pan assets
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
2017
 
2016
Projected benefit obligation
 
$
1,007

 
$
993

Accumulated benefit obligation
 
976

 
960

Fair value of plan assets
 
864

 
837
Pension plans with a projected benefit obligation in excess of plan assets
Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
2017
 
2016
Projected benefit obligation
 
$
1,007

 
$
993

Accumulated benefit obligation
 
976

 
960

Fair value of plan assets
 
864

 
837
Components of net periodic benefit cost Components of net periodic benefit cost:
 
 
2017
 
2016
 
2015
Service cost
 
$
10

 
$
17

 
$
18

Interest cost
 
41

 
54

 
55

Amortization of prior service cost(a)
 
6


6


1

Expected return on plan assets
 
(45
)
 
(65
)
 
(62
)
Amortization of net loss
 
5

 
6

 
45

Net periodic benefit cost
 
$
17

 
$
18

 
$
57


Additional (gain) loss recognized due to:

Settlement charges(b)
 
$
19

 
$
32

 
$
5

Special termination benefits
 
$
2

 
$
3

 
$
1

Pension data adjustment(c)
 
$
22

 
$
—

 
$
—


(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 losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.

(c)
Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.
Pension losses in accumulated other comprehensive income (loss)
Pension gains (losses) in AOCI:
 
 
2017
 
2016
Beginning of year
 
$
(180
)
 
$
(170
)
Net actuarial gain (loss)
 
(10
)
 
(54
)
Curtailments
 
2

 
4

Amortization of net loss
 
5

 
6

Amortization of prior service cost
 
6

 
6

Prior service cost
 
(2
)
 
(4
)
Settlement charges
 
19

 
32

End of year
 
$
(160
)
 
$
(180
)
Schedule of Accumulated pre-tax losses recognized in Accumulated Other Comprehensive Income
Accumulated pre-tax losses recognized within AOCI:
 
 
2017
 
2016
Actuarial net loss
 
$
(134
)
 
$
(150
)
Prior service cost
 
(26
)
 
(30
)
 
 
$
(160
)
 
$
(180
)
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost
Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
2017
 
2016
Discount rate
 
3.90
%
 
4.60
%
Rate of compensation increase
 
3.75
%
 
3.75
%

Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
2017(a)
 
2016
 
2015
Discount rate
 
4.53
%
 
4.90
%
 
4.30
%
Long-term rate of return on plan assets
 
6.06
%
 
6.75
%
 
6.75
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.75
%


(a)    Reflects a weighted average due to interim remeasurements in 2017.
Fair values of pension plan assets The fair values of our pension plan assets at December 31, 2017 and December 31, 2016 by asset category and level within the fair value hierarchy are as follows:

 
 
2017
 
2016
Level 1:
 
 
 
 
Cash
 
$
3

 
$
2

Cash Equivalents(a)
 
12

 
12

Fixed Income Securities - U.S. Corporate(b)
 
177

 
172

Equity Securities – U.S. Large cap(b)
 
257

 
244

Equity Securities – U.S. Mid cap(b)
 
43

 
41

Equity Securities – U.S. Small cap(b)
 
43

 
43

Equity Securities – Non-U.S.(b)
 
87

 
83

Level 2:
 
 
 
 
Fixed Income Securities – U.S. Corporate(c)
 
86

 
76

Fixed Income Securities – U.S. Government and Government Agencies(d)
 
177

 
152

Fixed Income Securities – Other(d)
 
35

 
31

Total fair value of plan assets(e)
 
$
920

 
$
856



(a)
Short-term investments in money market funds.

(b)
Securities held in common trusts.

(c)
Investments held directly by the Plan.

(d)
Includes securities held in common trusts and investments held directly by the Plan.

(e)
2017 and 2016 exclude net unsettled trade payables of $56 million and $19 million, respectively.
Expected 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:
 
 
2018
 
$
65

2019
 
37

2020
 
39

2021
 
42

2022
 
44

2023 - 2027
 
257
XML 62 R46.htm IDEA: XBRL DOCUMENT v3.8.0.1
Share-based and Deferred Compensation Plans (Tables)
 12 Months Ended
Dec. 31, 2017
Compensation Related Costs [Abstract]  
Weighted-average assumptions used in the Black-Scholes option-pricing model 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:

 
 
2017
 
2016
 
2015
Risk-free interest rate
 
1.9
%
 
1.4
%
 
1.3
%
Expected term (years)
 
6.4 years

 
6.4 years

 
6.4 years

Expected volatility
 
22.9
%
 
27.0
%
 
26.9
%
Expected dividend yield
 
1.8
%
 
2.6
%
 
2.2
%
Summary of award activity Stock Options and SARs

 
 
Shares
(in thousands)
 
Weighted-Average Exercise
Price
 
Weighted- Average Remaining Contractual Term (years)
 
Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of the year
 
21,242

 
 
 
$
40.78

 
 
 
 
Granted
 
2,879

 
 
 
67.93

 
 
 
 
Exercised
 
(4,269
)
 
 
 
36.45

 
 
 
 
Forfeited or expired
 
(1,567
)
 
 
 
54.98

 
 
 
 
Outstanding at the end of the year
 
18,285

(a) 
 
 
44.85

 
5.42

 
$
672

Exercisable at the end of the year
 
11,971

 
 
 
$
38.07

 
4.00

 
$
521



(a)
Outstanding awards include 943 options and 17,342 SARs with weighted average exercise prices of $36.63 and $45.30, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.

 [1]
Impact on net income The components of share-based compensation expense and the related income tax benefits are shown in the following table:

 
 
2017
 
2016
 
2015
Options and SARs
 
$
30

 
$
38

 
$
41

Restricted Stock Units
 
26

 
38

 
3

Performance Share Units
 
9

 
4

 
2

Total Share-based Compensation Expense
 
$
65

(a) 
$
80

(b) 
$
46

Deferred Tax Benefit recognized
 
$
22

(c) 
$
26

 
$
15

 
 
 
 
 
 
 
EID compensation expense not share-based
 
$
12

 
$
5

 
$
1


(a)    Includes $18 million due to appreciation in the market price of Yum China's stock. See Note 5.

(b)    Includes $30 million due to modifications of awards in connection with the Separation that was not allocated to any of
our operating segments for performance purposes. See Note 5.

(c)    Deferred tax benefit recognized does not reflect the impact of the Tax Act. See Note 18.
[1] Outstanding awards include 943 options and 17,342 SARs with weighted average exercise prices of $36.63 and $45.30, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.
XML 63 R47.htm IDEA: XBRL DOCUMENT v3.8.0.1
Shareholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2017
Stockholders' Equity Note [Abstract]  
Repurchase Of Shares Of Common Stock
 
 
Shares Repurchased
(thousands)
 
 
Dollar Value of Shares
Repurchased
 
Authorization Date
 
2017

 
 
2016

 
 
2015

 
 
2017

 
 
2016

 
 
2015

 
November 2017
 
—

 
 
—

 
 
—

 
 
$
—

 
 
$
—

 
 
$
—

 
November 2016
 
26,561

 
 
1,337

 
 
—

 
 
1,915

 
 
85

 
 
—

 
May 2016
 
—

 
 
50,435

 
 
—

 
 
—

 
 
4,200

 
 
—

 
March 2016
 
—

 
 
2,823

 
 
—

 
 
—

 
 
229

 
 
—

 
December 2015
 
—

 
 
13,368

 
 
932

 
 
—

 
 
933

 
 
67

 
November 2014
 
—

 
 
—

 
 
13,231

 
 
—

 
 
—

 
 
1,000

 
November 2013
 
—

 
 
—

 
 
1,779

 
 
—

 
 
—

 
 
133

 
Total
 
26,561

(a) 
 
67,963

(a) 
 
15,942

 
 
$
1,915

(a) 
 
$
5,447

(a) 
 
$
1,200

 

(a)
2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.
Schedule of changes in accumulated other comprehensive income Changes in AOCI are presented below.
 
 
Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature(a)
 
Pension and Post-Retirement Benefits(b)
 
Derivative Instruments(c)
 
Total
Balance at December 31, 2015, net of tax
 
$
(125
)
 
$
(113
)
 
$
(14
)
 
$
(252
)
 
 
 
 
 
 
 
 
 
Gains (losses) arising during the year classified into AOCI, net of tax
 
(153
)
 
(41
)
 
37

 
(157
)
 
 
 
 
 
 
 
 
 
(Gains) losses reclassified from AOCI, net of tax

 
(11
)
 
27

 
(18
)
 
(2
)
 
 
 
 
 
 
 
 
 
OCI, net of tax
 
(164
)
 
(14
)
 
19

 
(159
)
 
 
 
 
 
 
 
 
 
Separation of China business
 
(47
)
 
—

 
—

 
(47
)
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016, net of tax
 
$
(336
)
 
$
(127
)
 
$
5

 
$
(458
)
 
 
 
 
 
 
 
 
 
Gains (losses) arising during the year classified into AOCI, net of tax
 
107

 
(13
)
 
(51
)
 
43

 
 
 
 
 
 
 
 
 
(Gains) losses reclassified from AOCI, net of tax

 
55

 
34

 
55

 
144

 
 
 
 
 
 
 
 
 
OCI, net of tax
 
162

 
21

 
4

 
187

 
 
 
 
 
 
 
 
 
Balance at December 31, 2017, net of tax
 
$
(174
)
 
$
(106
)
 
$
9

 
(271
)
 
 
 
 
 
 
 
 
 

(a)
Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016.

(b)
Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of $5 million, historical pension data adjustment of $22 million, settlement charges of $20 million, amortization of prior service cost of $5 million and related income tax benefit of $18 million. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of $6 million, settlement charges of $33 million, amortization of prior service cost of $5 million and related income tax benefit of $17 million. See Note 15.

(c)
See Note 13 for details on amounts reclassified from AOCI.
XML 64 R48.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Income before income taxes U.S. and foreign income before taxes are set forth below:

 
 
2017
 
2016
 
2015
U.S.
 
$
662

 
$
366

 
$
480

Foreign
 
1,612

 
979

 
773

 
 
$
2,274

 
$
1,345

 
$
1,253
Details of income tax provision (benefit) The details of our income tax provision (benefit) are set forth below:

 
 
 
 
2017
 
2016
 
2015
Current:
 
Federal
 
$
(2
)
 
$
126

 
$
267

 
 
Foreign
 
290

 
160

 
133

 
 
State
 
12

 
13

 
28

 
 
 
 
$
300

 
$
299

 
428

 
 
 
 
 
 
 
 
 
Deferred:
 
Federal
 
$
603

 
$
19

 
(116
)
 
 
Foreign
 
19

 
3

 
15

 
 
State
 
12

 
6

 
—

 
 
 
 
$
634

 
$
28

 
$
(101
)
 
 
 
 
$
934


$
327


$
327
Effective income tax and tax rate reconciliation The reconciliation of income taxes calculated at the U.S. federal statutory rate to our effective tax rate is set forth below:

 
 
2017
 
2016
 
2015
U.S. federal statutory rate
 
$
797

 
35.0
 %
 
$
473

 
35.0
 %
 
$
438

 
35.0
 %
State income tax, net of federal tax benefit
 
11

 
0.5

 
15

 
1.1

 
12

 
0.9

Statutory rate differential attributable to foreign operations
 
(212
)
 
(9.3
)
 
(143
)
 
(10.5
)
 
(175
)
 
(13.7
)
Adjustments to reserves and prior years
 
12

 
0.5

 
(11
)
 
(0.8
)
 
13

 
1.0

Share-based payments
 
(117
)
 
(5.1
)
 
—

 
—

 
—

 
—

Change in valuation allowances
 
34

 
1.5

 
(3
)
 
(0.2
)
 
41

 
3.0

Other, net
 
(25
)
 
(1.1
)
 
(4
)
 
(0.3
)
 
(2
)
 
(0.1
)
Tax Act Enactment
 
434

 
19.1

 
—

 
—

 
—

 
—

Effective income tax rate
 
$
934

 
41.1
 %
 
$
327

 
24.3
 %
 
$
327

 
26.1
 %
Details of deferred tax assets (liabilities) The details of 2017 and 2016 deferred tax assets (liabilities) are set forth below:
 
 
2017
 
2016
Operating losses
 
$
216

 
$
172

Capital losses
 
4

 
184

Tax credit carryforwards
 
311

 
284

Employee benefits
 
94

 
185

Share-based compensation
 
58

 
100

Self-insured casualty claims
 
7

 
32

Lease-related liabilities
 
51

 
65

Various liabilities
 
51

 
56

Property, plant and equipment
 
24

 
37

Deferred income and other
 
31

 
32

Gross deferred tax assets
 
847

 
1,147

Deferred tax asset valuation allowances
 
(421
)
 
(195
)
Net deferred tax assets
 
$
426

 
$
952

Intangible assets, including goodwill
 
$
(69
)
 
$
(107
)
Property, plant and equipment
 
(18
)
 
(46
)
Deemed repatriation tax
 
(170
)
 
—

Other
 
(36
)
 
(34
)
Gross deferred tax liabilities
 
$
(293
)
 
$
(187
)
Net deferred tax assets (liabilities)
 
$
133


$
765


Reported in Consolidated Balance Sheets as:
 
 
 
 
Deferred income taxes
 
$
139


$
772

Other liabilities and deferred credits
 
(6
)
 
(7
)
 
 
$
133


$
765
Loss carryforwards, by year of expiration 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
 
 
 
 
2018
 
2019-2022
 
2023-2036
 
Indefinitely
 
Total
Foreign
 
$
9

 
$
46

 
$
85

 
$
376

 
$
516

U.S. state
 
—

 
61

 
1,012

 
—

 
1,073

U.S. federal
 
—

 
67

 
238

 
—

 
305

 
 
$
9

 
$
174

 
$
1,335

 
$
376

 
$
1,894
Unrecognized tax benefits reconciliation A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 
 
2017
 
2016
Beginning of Year
 
$
91

 
$
98

     Additions on tax positions - current year
 
3

 
—

     Additions for tax positions - prior years
 
8

 
1

     Reductions for tax positions - prior years
 
—

 
(5
)
     Reductions for settlements
 
(1
)
 
(1
)
     Reductions due to statute expiration
 
(1
)
 
(2
)
     Foreign currency translation adjustment
 
—

 
—

End of Year
 
$
100

 
$
91
Summary of income tax examinations The accrued interest and penalties related to income taxes at December 31, 2017 and December 31, 2016 are set forth below:
 
 
2017
 
2016
Accrued interest and penalties
 
$
14

 
$
9
XML 65 R49.htm IDEA: XBRL DOCUMENT v3.8.0.1
Reportable Operating Segments (Tables)
 12 Months Ended
Dec. 31, 2017
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
 
 
Revenues
 
 
2017
 
2016
 
2015
KFC Division(a)
 
$
3,110


$
3,225


$
3,222

Pizza Hut Division(a)
 
893


1,108


1,205

Taco Bell Division(a)
 
1,880

 
2,025

 
1,991

Unallocated(b)(f)
 
(5
)
 
(2
)
 
—

 
 
$
5,878


$
6,356


$
6,418



 
 
Operating Profit; Interest Expense, Net; and
Income Before Income Taxes
 
 
2017
 
2016
 
2015
KFC Division
 
$
981


$
871


$
835

Pizza Hut Division
 
341


367


351

Taco Bell Division
 
619

 
595

 
546

Unallocated Franchise and license fees and income(b)(f)
 
(5
)
 
(2
)
 
—

Unallocated restaurant costs(b)(i)
 
10


—


—

Unallocated Franchise and license expenses(b)(f)
 
(30
)
 
(24
)
 
(71
)
Corporate and unallocated G&A expenses(b)(g)
 
(230
)

(280
)

(180
)
Unallocated Refranchising gain (loss)(b)
 
1,083


163


(23
)
Unallocated Other income (expense)(b)(h)
 
(8
)

(8
)

(24
)
Operating Profit
 
2,761


1,682


1,434

Other pension income (expense)(b)(j)
 
(47
)
 
(32
)
 
(40
)
Interest expense, net(b)
 
(440
)

(305
)

(141
)
Income from continuing operations before income taxes
 
$
2,274


$
1,345


$
1,253


 
 
Depreciation and Amortization
 
 
2017
 
2016
 
2015
KFC Division
 
$
138

 
$
172

 
180

Pizza Hut Division
 
26

 
36

 
40

Taco Bell Division
 
82

 
90

 
89

Corporate
 
7

 
12

 
10

 
 
$
253

 
$
310

 
$
319


 
 
Capital Spending
 
 
2017
 
2016
 
2015
KFC Division
 
$
176

 
$
216

 
$
260

Pizza Hut Division
 
42

 
69

 
54

Taco Bell Division
 
95

 
132

 
116

Corporate
 
5

 
10

 
12

 
 
$
318

 
$
427

 
$
442


 
 
Identifiable Assets
 
 
2017
 
2016
KFC Division(e)
 
$
1,791

 
$
2,158

Pizza Hut Division(e)
 
628

 
639

Taco Bell Division(e)
 
1,086

 
1,178

Corporate(c)(e)
 
1,806

 
1,478

 
 
$
5,311

 
$
5,453


 
 
Long-Lived Assets(d)
 
 
2017
 
2016
KFC Division
 
$
1,200

 
$
1,537

Pizza Hut Division
 
310

 
372

Taco Bell Division
 
778

 
859

Corporate
 
31

 
32

 
 
$
2,319

 
$
2,800



(a)
U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $2.8 billion in 2017, $3.1 billion in 2016 and $3.1 billion in 2015.

(b)    Amounts have not been allocated to any segment for performance reporting purposes.

(c)    Primarily includes cash and deferred tax assets.

(d)    Includes PP&E, goodwill, and intangible assets, net.

(e)
U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled $3.0 billion and $3.1 billion in 2017 and 2016, respectively.

(f)
Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.

(g)
Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of $21 million, non-cash charges associated with modifications of share-based compensation awards of $18 million and costs associated with the Pizza Hut U.S. Transformation Agreement of $13 million. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of $61 million and non-cash charges associated with the modifications of share-based compensation awards of $30 million. See Note 5.
(h)
Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of $2 million and $9 million in 2017 and 2016, respectively. See Note 8.
(i)
Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5.
(j)
Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of $24 million related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5.
Reconciliation of Revenue from Segments to Consolidated
 
 
Revenues
 
 
2017
 
2016
 
2015
KFC Division(a)
 
$
3,110


$
3,225


$
3,222

Pizza Hut Division(a)
 
893


1,108


1,205

Taco Bell Division(a)
 
1,880

 
2,025

 
1,991

Unallocated(b)(f)
 
(5
)
 
(2
)
 
—

 
 
$
5,878


$
6,356


$
6,418
Reconciliation of Operating Profit (Loss) from Segments to Consolidated
 
 
Operating Profit; Interest Expense, Net; and
Income Before Income Taxes
 
 
2017
 
2016
 
2015
KFC Division
 
$
981


$
871


$
835

Pizza Hut Division
 
341


367


351

Taco Bell Division
 
619

 
595

 
546

Unallocated Franchise and license fees and income(b)(f)
 
(5
)
 
(2
)
 
—

Unallocated restaurant costs(b)(i)
 
10


—


—

Unallocated Franchise and license expenses(b)(f)
 
(30
)
 
(24
)
 
(71
)
Corporate and unallocated G&A expenses(b)(g)
 
(230
)

(280
)

(180
)
Unallocated Refranchising gain (loss)(b)
 
1,083


163


(23
)
Unallocated Other income (expense)(b)(h)
 
(8
)

(8
)

(24
)
Operating Profit
 
2,761


1,682


1,434

Other pension income (expense)(b)(j)
 
(47
)
 
(32
)
 
(40
)
Interest expense, net(b)
 
(440
)

(305
)

(141
)
Income from continuing operations before income taxes
 
$
2,274


$
1,345


$
1,253
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated
 
 
Depreciation and Amortization
 
 
2017
 
2016
 
2015
KFC Division
 
$
138

 
$
172

 
180

Pizza Hut Division
 
26

 
36

 
40

Taco Bell Division
 
82

 
90

 
89

Corporate
 
7

 
12

 
10

 
 
$
253

 
$
310

 
$
319


 
 
Capital Spending
 
 
2017
 
2016
 
2015
KFC Division
 
$
176

 
$
216

 
$
260

Pizza Hut Division
 
42

 
69

 
54

Taco Bell Division
 
95

 
132

 
116

Corporate
 
5

 
10

 
12

 
 
$
318

 
$
427

 
$
442


 
 
Identifiable Assets
 
 
2017
 
2016
KFC Division(e)
 
$
1,791

 
$
2,158

Pizza Hut Division(e)
 
628

 
639

Taco Bell Division(e)
 
1,086

 
1,178

Corporate(c)(e)
 
1,806

 
1,478

 
 
$
5,311

 
$
5,453


 
 
Long-Lived Assets(d)
 
 
2017
 
2016
KFC Division
 
$
1,200

 
$
1,537

Pizza Hut Division
 
310

 
372

Taco Bell Division
 
778

 
859

Corporate
 
31

 
32

 
 
$
2,319

 
$
2,800
XML 66 R50.htm IDEA: XBRL DOCUMENT v3.8.0.1
Contingencies (Tables)
 12 Months Ended
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Activity related to self-insured property and casualty reserves The following table summarizes the 2017 and 2016 activity related to our net self-insured property and casualty reserves as of December 31, 2017.

 
 
Beginning Balance
 
Expense
 
Payments
 
Ending Balance
2017 Activity
 
$
98

 
27

 
(41
)
 
$
84

2016 Activity
 
$
102

 
42

 
(46
)
 
$
98
XML 67 R51.htm IDEA: XBRL DOCUMENT v3.8.0.1
Selected Quarterly Financial Data (Unaudited) (Tables)
 12 Months Ended
Dec. 31, 2017
Schedule of Quarterly Financial Information [Abstract]  
Schedule of Quarterly Financial Information
 
 
2017
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
902

 
$
909

 
$
871

 
$
890

 
$
3,572

Franchise and license fees and income
 
515

 
539

 
565

 
687

 
2,306

Total revenues
 
1,417

 
1,448

 
1,436

 
1,577

 
5,878

Restaurant profit
 
144

 
161

 
154

 
159

 
618

Operating Profit(a)
 
484

 
419

 
643

 
1,215

 
2,761

Net Income
 
280

 
206

 
418

 
436

 
1,340

Basic earnings per common share from continuing operations
 
0.78

 
0.59

 
1.21

 
1.29

 
3.86

Diluted earnings per common share from continuing operations
 
0.77

 
0.58

 
1.18

 
1.26

 
3.77

Dividends declared per common share
 
0.30

 
0.30

 
—

 
0.30

 
0.90

 
 
2016
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
953

 
$
1,006

 
$
992

 
$
1,238

 
$
4,189

Franchise and license fees and income
 
490

 
503

 
526

 
648

 
2,167

Total revenues
 
1,443

 
1,509

 
1,518

 
1,886

 
6,356

Restaurant profit
 
148

 
167

 
161

 
224

 
700

Operating Profit(b)
 
349

 
415

 
398

 
520

 
1,682

Income from continuing operations, net of tax
 
226

 
266

 
218

 
308

 
1,018

Income (loss) from discontinued operations, net of tax
 
138

 
70

 
422

 
(5
)
 
625

Net Income
 
364

 
336

 
640

 
303

 
1,643

Basic earnings per common share from continuing operations
 
0.55

 
0.65

 
0.56

 
0.84

 
2.58

Basic earnings (loss) per common share from discontinued operations
 
0.33

 
0.17

 
1.09

 
(0.01
)
 
1.59

Basic earnings per common share
 
0.88

 
0.82

 
1.65

 
0.83

 
4.17

Diluted earnings per common share from continuing operations
 
0.54

 
0.64

 
0.55

 
0.83

 
2.54

Diluted earnings (loss) per common share from discontinued operations
 
0.33

 
0.17

 
1.07

 
(0.01
)
 
1.56

Diluted earnings per common share
 
0.87

 
0.81

 
1.62

 
0.82

 
4.10

Dividends declared per common share
 
0.46

 
0.46

 
0.51

 
0.30

 
1.73


(a)
Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.

(b)
Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.
XML 68 R52.htm IDEA: XBRL DOCUMENT v3.8.0.1
Description of Business (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2017
USD ($)
Months
operating_segments
restaurants
countries_and_territiories
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Segment Reporting Information [Line Items]      
Approximate Number Of System Units | restaurants 45,000    
Percent Of System Units Located Outside United States 60.00%    
Approximate Number Of Countries And Territories Where System Units Are Located | countries_and_territiories 135    
Number of Operating Segments | operating_segments 3    
Revenues   $ 6,356 $ 6,418
Operating Profit $ 2,761 1,682 1,434
Stock Repurchased During Period, Value $ 1,915 [1] 5,447 [1] 1,200
Fiscal period months standard first quarter | Months 2    
Fiscal period months standard second and third quarters | Months 3    
Fiscal period months standard fourth quarter | Months 4    
Number of periods or months in advance that certain of our international businesses close their books | Months 1    
KFC Global Division [Member]      
Segment Reporting Information [Line Items]      
Operating Profit $ 981 871 835
Pizza Hut Global Division [Member]      
Segment Reporting Information [Line Items]      
Operating Profit 341 367 351
Taco Bell Global Division [Member]      
Segment Reporting Information [Line Items]      
Operating Profit $ 619 $ 595 $ 546
[1] 2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.
XML 69 R53.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Schedule of Equity Method Investments [Line Items]      
Future lease payments due from franchisees on a nominal basis $ 725    
Reclassification of Retained Earnings to Common Stock for Share Repurchase 1,915 $ 5,399 $ 1,124
Retained Earnings      
Schedule of Equity Method Investments [Line Items]      
Employee Stock Option and SARs Exercises, Value $ 20    
XML 70 R54.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies (Details 2)
$ in Millions
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2017
weeks
Sep. 30, 2017
weeks
Dec. 31, 2017
USD ($)
Months
Years
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Fiscal Period Adjustment [Line Items]          
Goodwill Written Off Related To Sale Of Business Unit Years From Acquisition     2    
Week added as a result of the fiscal year ending on last Saturday in December     53    
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 | weeks   12      
Number of weeks in the fourth quarter of each fiscal year with 52 weeks | weeks 16        
Number of weeks in the fourth quarter of each fiscal year with 53 weeks | weeks 17        
Fiscal period months standard first quarter | Months     2    
Fiscal period months standard second and third quarters | Months     3    
Fiscal period months standard fourth quarter | Months     4    
Revenues | $       $ 6,356 $ 6,418
Operating Profit | $     $ 2,761 $ 1,682 $ 1,434
Fair Value Goodwill Written Off Related To Sale Of Business Unit Minimum Years Refranchised     2    
Number of years notes receivable and direct financing leases are beyond and would be included in other assets     1    
Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable     1    
Number Of Consecutive Years Used As Primary Indicator Of Potential Impairment Of Restaurant Assets     2    
53rd Week Impact [Member]          
Fiscal Period Adjustment [Line Items]          
Revenues | $     $ 76    
Operating Profit | $     $ 28    
XML 71 R55.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies (Details 3)
$ in Millions
 12 Months Ended
Dec. 31, 2017
USD ($)
Years
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
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 | Years 2    
Leases and Leasehold Improvements [Abstract]      
Approximate number of restaurants operated on leased land and/or buildings 900    
Goodwill and Intangible Assets [Abstract]      
Goodwill Written Off Related To Sale Of Business Unit Years From Acquisition | Years 2    
Fair Value Goodwill Written Off Related To Sale Of Business Unit Minimum Years Refranchised | Years 2    
Minimum [Member] | Buildings and improvements      
Property, Plant and Equipment [Line Items]      
Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) 5 years    
Minimum [Member] | Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) 3 years    
Minimum [Member] | Capitalized software costs      
Property, Plant and Equipment [Line Items]      
Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) 3 years    
Maximum [Member] | Buildings and improvements      
Property, Plant and Equipment [Line Items]      
Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) 25 years    
Maximum [Member] | Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) 20 years    
Maximum [Member] | Capitalized software costs      
Property, Plant and Equipment [Line Items]      
Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years) 7 years    
Continuing Operations [Member]      
Property, Plant and Equipment [Line Items]      
Deferred Tax Assets, Net of Valuation Allowance, Current $ 139 $ 772  
Foreign Currency [Abstract]      
Foreign currency translation adjustment 174    
Direct Marketing Costs [Abstract]      
Advertising Expense 245 260 $ 253
Research and Development Expenses [Abstract]      
Research and development expenses $ 22 $ 24 $ 23
XML 72 R56.htm IDEA: XBRL DOCUMENT v3.8.0.1
Summary of Significant Accounting Policies (Details 4)
$ in Millions
 3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2017
USD ($)
Sep. 30, 2017
USD ($)
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Sep. 30, 2016
USD ($)
Jun. 30, 2016
USD ($)
Mar. 31, 2016
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Dec. 31, 2017
USD ($)
Months
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Revenues                       $ 6,356 $ 6,418  
Fiscal period months standard first quarter | Months                     2      
Period Within Date Of Corresponding Sales In Which Trade Receivables Are Classified As Accounts And Notes Receivable                     30 days      
Accounts and notes receivable [Abstract]                            
Other Assets $ 375       $ 66           $ 375 66    
Repurchase Of Shares Of Common Stock [Abstract]                            
Stock Repurchased During Period, Value                     $ (1,915) [1] (5,447) [1] (1,200)  
Fiscal period months standard second and third quarters | Months                     3      
Fiscal period months standard fourth quarter | Months                     4      
Number of periods or months in advance that certain of our international businesses close their books | Months                     1      
Reduction to Retained earnings                            
Repurchase Of Shares Of Common Stock [Abstract]                            
Stock Repurchased During Period, Value                     $ (1,915) (5,399) (1,124)  
Accounting Standards Update 2016-09 [Member]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities                     83 46    
Continuing Operations [Member]                            
Revenues 1,577 $ 1,436 $ 1,448 $ 1,417 1,886 $ 1,518 $ 1,509 $ 1,443     5,878 6,356 6,418  
Receivables [Abstract]                            
Net amounts included in Other Assets 38       29           38 29    
Allowance for doubtful accounts related to notes and direct financing lease receivables         2             2    
Accounts and notes receivable [Abstract]                            
Accounts and notes receivable 419       384           419 384    
Allowance for doubtful accounts (19)       (14)           (19) (14)    
Accounts and notes receivable, net 400       370           400 370    
Other Assets 375       66           375 66    
Deferred income taxes 139       772           139 772    
Other current liabilities 331       342           331 342    
Repurchase Of Shares Of Common Stock [Abstract]                            
Franchise and license fees and income 687 $ 565 $ 539 $ 515 648 $ 526 $ 503 $ 490     2,306 2,167 2,082  
Net Cash Provided by (Used in) Operating Activities                     1,030 1,248 1,260  
Cash, Cash Equivalents and Restricted Cash as presented in the Consolidated Statement of Cash Flows 1,599       $ 831           1,599 831 365 $ 393
Operating Expenses                     3,117 4,674 4,984  
CHINA | Continuing Operations [Member]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
Franchise and license fees and income [2]                     260      
Franchise and license expenses [Member]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
Sales Allowances, Services                     5 $ 1 $ 6  
Income Tax Expense (Benefit) [Domain] | Accounting Standards Update 2016-09 [Member]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results                     117      
Other pension (income) expense [Member] | Accounting Standards Updated 2017-07 [Domain]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results                 $ 32 $ 40        
2018 [Domain] [Member] | Accounting Standards Update 2014-09 [Member]                            
Revenues                     1,000      
Repurchase Of Shares Of Common Stock [Abstract]                            
Operating Expenses                     1,000      
2018 [Domain] [Member] | Operating Income (Loss) [Member] | Accounting Standards Update 2014-09 [Member]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results                     45      
Stockholders' Equity, Total [Member] | 2018 [Domain] [Member] | Accounting Standards Update 2014-09 [Member]                            
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets 230                   230      
Liabilities, Total [Member] | 2018 [Domain] [Member] | Accounting Standards Update 2014-09 [Member]                            
Repurchase Of Shares Of Common Stock [Abstract]                            
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities                     390      
Assets, Total [Member] | 2018 [Domain] [Member] | Accounting Standards Update 2014-09 [Member]                            
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets $ 140                   $ 140      
[1] 2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.
[2] In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.
XML 73 R57.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 5) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Pizza Hut Global Division [Member] | Incremental Advertising [Member]      
Costs associated with PH U.S. Acceleration Agreement $ 25    
Franchise and license expenses [Member] | Pizza Hut Global Division [Member] | Incremental Advertising [Member]      
Costs associated with PH U.S. Acceleration Agreement 25    
Incremental Advertising [Member] | KFC Global Division [Member]      
Costs associated with KFC U.S. Acceleration Agreement $ 20 $ 20 $ 10
XML 74 R58.htm IDEA: XBRL DOCUMENT v3.8.0.1
Earnings Per Common Share ("EPS") (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income from continuing operations                   $ 1,018 $ 926
Income from discontinued operations                   625 357
Net Income         $ 303 $ 640 $ 336 $ 364 $ 1,340 $ 1,643 $ 1,283
Weighted-average common shares outstanding (for basic calculation) (in shares)                 347.0 394.0 435.0
Effect of dilutive share-based employee compensation (in shares)                 8.0 6.0 8.0
Weighted-average common and dilutive potential common shares outstanding (for diluted calculation) (in shares)                 355.0 400.0 443.0
Basic EPS (in dollars per share)         $ 0.83 $ 1.65 $ 0.82 $ 0.88 $ 3.86 $ 4.17 $ 2.95
Diluted EPS (in dollars per share)         $ 0.82 $ 1.62 $ 0.81 $ 0.87 $ 3.77 $ 4.10 $ 2.90
Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation (in shares) [1]                 2.3 5.0 4.5
Continuing Operations [Member]                      
Income from continuing operations $ 436 $ 418 $ 206 $ 280 $ 308 $ 218 $ 266 $ 226 $ 1,340 $ 1,018 $ 926
Basic EPS (in dollars per share) $ 1.29 $ 1.21 $ 0.59 $ 0.78 $ 0.84 $ 0.56 $ 0.65 $ 0.55 $ 3.86 $ 2.58 $ 2.13
Diluted EPS (in dollars per share) $ 1.26 $ 1.18 $ 0.58 $ 0.77 $ 0.83 $ 0.55 $ 0.64 $ 0.54 $ 3.77 $ 2.54 $ 2.09
Discontinued Operations [Member]                      
Income from discontinued operations         $ (5) $ 422 $ 70 $ 138 $ 0 $ 625 [2] $ 357
Basic EPS (in dollars per share)         $ (0.01) $ 1.09 $ 0.17 $ 0.33   $ 1.59 $ 0.82
Diluted EPS (in dollars per share)         $ (0.01) $ 1.07 $ 0.17 $ 0.33   $ 1.56 $ 0.81
[1] 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.
[2] Includes Yum China financial results from January 1, 2016 to October 31, 2016.
XML 75 R59.htm IDEA: XBRL DOCUMENT v3.8.0.1
Discontinued Operations (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2017
USD ($)
restaurants
Sep. 30, 2017
USD ($)
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Sep. 30, 2016
USD ($)
Jun. 30, 2016
USD ($)
Mar. 31, 2016
USD ($)
Dec. 31, 2017
USD ($)
restaurants
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Feb. 07, 2018
USD ($)
Income Statement [Abstract]                        
Refranchising (gain) loss $ 752 $ 201 $ 19 $ 111 $ 88 $ 21 $ 54   $ 1,083 $ 163 $ (23)  
Interest income [1]                 (440) (305) (141)  
Income from discontinued operations - YUM! Brands, Inc.                   625 357  
Asset Impairment Charges                 4 17 17  
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]                        
Total Current Assets 2,507       1,505       2,507 1,505    
Investments in unconsolidated affiliates                       $ 200
Total assets classified as discontinued operations 5,311       5,453       5,311 5,453    
Current liablilities of discontinued operations 1,512       1,306       1,512 1,306    
Long-term debt 9,429       9,059       9,429 9,059    
Total liabilities of discontinued operations $ 11,645       11,068       $ 11,645 11,068    
Number of Stores | restaurants 45,000               45,000      
Continuing Operations [Member]                        
Income Statement [Abstract]                        
Company sales $ 890 871 909 902 1,238 992 1,006 $ 953 $ 3,572 4,189 4,336  
Franchise and license fees and income 687 $ 565 $ 539 $ 515 648 526 503 490 2,306 2,167 2,082  
Company restaurant expenses                 (2,954) (3,489) (3,627)  
General and administrative expenses                 (999) (1,129) (1,058)  
Franchise and license expenses                 (237) (201) (240)  
Closures and impairment expenses                 (3) (15) (16)  
Refranchising (gain) loss                 1,083 163 (23)  
Interest income                 (440) (305) (141)  
Income tax provision                 (934) (327) (327)  
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]                        
Cash and cash equivalents 1,522       725       1,522 725 345  
Accounts and notes receivable, net 400       370       400 370    
Inventories 13       37       13 37    
Prepaid expenses and other current assets 371       236       371 236    
Property, Plant and equipment, net 1,697       2,113       1,697 2,113    
Goodwill 512       536       512 536 568  
Intangible assets, net 110       151       110 151    
Other assets 346       376       346 376    
Deferred income taxes 139       772       139 772    
Total assets classified as discontinued operations 5,311       5,453       5,311 5,453    
Accounts payable and other current liabilities 813       1,067       813 1,067    
Income taxes payable 123       36       123 36    
Long-term debt 9,429       9,059       9,429 9,059    
Other liabilities and deferred credits $ 704       703       704 703    
Discontinued Operations [Member]                        
Income Statement [Abstract]                        
Company sales                   5,667 [2] 6,789  
Franchise and license fees and income                   109 [2] 120  
Company restaurant expenses                   (4,766) [2] (5,913)  
General and administrative expenses [3]                   (406) [2] (405)  
Franchise and license expenses                   (45) [2] (48)  
Closures and impairment expenses                   (57) [2] (64)  
Refranchising (gain) loss                   12 [2] 13  
Other income [4]                   49 [2] 27  
Interest income                   8 [2] 7  
Income from discontinued operations before income taxes                   571 [2] 526  
Income tax provision                   65 [2],[5] (164)  
Income from discontinued operations - including noncontrolling interests                   636 [2] 362  
Income (loss) from discontinued operations - noncontrolling interests                   (11) [2] (5)  
Income from discontinued operations - YUM! Brands, Inc.         $ (5) $ 422 $ 70 $ 138 0 625 [2] 357  
Costs associated with the planned spin-off of the China business                   68 9  
Closures and impairment (income) expenses                        
Income Statement [Abstract]                        
Closures and impairment expenses                 (3) (15) (16)  
Little Sheep [Member] | Discontinued Operations [Member]                        
Income Statement [Abstract]                        
Income tax provision                   233    
Restatement Adjustment [Member]                        
Income Statement [Abstract]                        
Refranchising (gain) loss                   24    
Income from discontinued operations - YUM! Brands, Inc.                   0 $ 0  
CHINA | Continuing Operations [Member]                        
Income Statement [Abstract]                        
Franchise and license fees and income [6]                 260      
Discontinued Operation, Amount of Continuing Cash Flows after Disposal                 $ 217 $ 16    
[1] Amounts have not been allocated to any segment for performance reporting purposes.
[2] Includes Yum China financial results from January 1, 2016 to October 31, 2016.
[3] Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.
[4] Primarily relates to equity income from KFC franchisees in which Yum China owns a minority interest.
[5] During 2016, we recorded a tax benefit of $233 million related to previously recorded losses associated with our Little Sheep business. The tax benefit associated with these losses was able to be recognized as a result of legal entity restructuring completed in anticipation of the Separation.
[6] In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.
XML 76 R60.htm IDEA: XBRL DOCUMENT v3.8.0.1
Items Affecting Comparability of Net Income and Cash Flows (Details)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2017
USD ($)
$ / shares
Sep. 30, 2017
USD ($)
$ / shares
Jun. 30, 2017
USD ($)
$ / shares
Mar. 31, 2017
USD ($)
$ / shares
Dec. 31, 2016
USD ($)
$ / shares
Sep. 30, 2016
USD ($)
$ / shares
Jun. 30, 2016
USD ($)
$ / shares
Mar. 31, 2016
USD ($)
$ / shares
Dec. 31, 2017
USD ($)
restaurants
$ / shares
Dec. 31, 2016
USD ($)
restaurants
$ / shares
Dec. 31, 2015
USD ($)
restaurants
$ / shares
Dec. 31, 2014
USD ($)
Facility Actions [Line Items]                        
Revenues                   $ 6,356.0 $ 6,418.0  
Proceeds from refranchising of restaurants                 $ 1,773.0 370.0 213.0  
Refranchising (gain) loss $ (752.0) $ (201.0) $ (19.0) $ (111.0) $ (88.0) $ (21.0) $ (54.0)   (1,083.0) (163.0) 23.0  
Impact of retrospectively adopting new accounting guidance on Benefit Costs                   32.0 40.0  
Store closure (income) costs(a) [1]                 (1.0) (2.0) (1.0)  
Business Combination                        
Pension settlement charges                 (20.0) (33.0)    
Facility Actions [Abstract]                        
Asset Impairment Charges                 4.0 17.0 17.0  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax                 (55.0) 11.0 (115.0)  
Operating Profit                 2,761.0 1,682.0 1,434.0  
Income from continuing operations                   1,018.0 926.0  
Income from discontinued operations                   625.0 357.0  
Net Income (Loss) Attributable to Parent         $ 303.0 $ 640.0 $ 336.0 $ 364.0 $ 1,340.0 $ 1,643.0 $ 1,283.0  
Diluted EPS (in dollars per share) | $ / shares         $ 0.82 $ 1.62 $ 0.81 $ 0.87 $ 3.77 $ 4.10 $ 2.90  
Total Shareholders' Equity (6,334.0)       $ (5,615.0)       $ (6,334.0) $ (5,615.0)    
Gain (loss) on disposition of assets [Member]                        
Facility Actions [Line Items]                        
Number of Restaurants Refranchised | restaurants                 1,470 432 270  
Closures and impairment (income) expenses                        
Facility Actions [Abstract]                        
Closure and impairment (income) expenses                 $ 3.0 $ 15.0 $ 16.0  
MEXICO                        
Facility Actions [Line Items]                        
Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount                     58.0  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal                     80.0  
Taco Bell Global Division [Member]                        
Facility Actions [Line Items]                        
Store closure (income) costs(a) [1]                 (1.0) 0.0 (1.0)  
Facility Actions [Abstract]                        
Asset Impairment Charges                 1.0 3.0 4.0  
Closure and impairment (income) expenses                 0.0 3.0 3.0  
Pizza Hut Global Division [Member]                        
Facility Actions [Line Items]                        
Store closure (income) costs(a) [1]                 0.0 (5.0) (1.0)  
Facility Actions [Abstract]                        
Asset Impairment Charges                 1.0 6.0 5.0  
Closure and impairment (income) expenses                 1.0 1.0 4.0  
KFC Global Division [Member]                        
Facility Actions [Line Items]                        
Store closure (income) costs(a) [1]                 0.0 3.0 1.0  
Facility Actions [Abstract]                        
Asset Impairment Charges                 2.0 8.0 8.0  
Closure and impairment (income) expenses                 2.0 11.0 9.0  
Corporate and Other [Member] | General and Administrative Expense [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Restructuring and Related Cost, Incurred Cost 8.0 4.0 4.0 7.0 33.0 $ 30.0 $ 4.0   23.0 67.0    
KFC Global Division [Member]                        
Facility Actions [Line Items]                        
Refranchising (gain) loss                 (581.0) (44.0) 32.0 [2]  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Operating Profit                 981.0 871.0 835.0  
KFC Global Division [Member] | MEXICO                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal                     40.0  
Unallocated and General and administrative expenses [Domain] | Franchise and license expenses [Member]                        
Facility Actions [Line Items]                        
Costs associated with KFC U.S. Acceleration Agreement 5.0 4.0 5.0 3.0 9.0   8.0 $ 9.0 17.0 26.0 72.0  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Costs associated with PH U.S. Acceleration Agreement 11.0 8.0 12.0           31.0      
U.S.                        
Facility Actions [Line Items]                        
Revenues                 2,800.0 3,100.0 3,100.0  
Pizza Hut Global Division [Member]                        
Facility Actions [Line Items]                        
Refranchising (gain) loss                 (16.0) (48.0) 56.0 [2]  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Operating Profit                 341.0 367.0 351.0  
Pizza Hut Global Division [Member] | MEXICO                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal                   40.0    
Taco Bell Global Division [Member]                        
Facility Actions [Line Items]                        
Refranchising (gain) loss                 (486.0) (71.0) (65.0)  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Operating Profit                 619.0 595.0 546.0  
Retained Earnings                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Net Income (Loss) Attributable to Parent                 1,340.0 1,643.0 1,283.0  
Total Shareholders' Equity (6,063.0)       (5,157.0)       (6,063.0) (5,157.0) 1,187.0 $ 1,784.0
2017 to 2018 [Domain] | Unallocated and General and administrative expenses [Domain] | Franchise and license expenses [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Costs associated with PH U.S. Acceleration Agreement                 90.0      
2015 to 2018 [Domain] [Domain] | Unallocated and General and administrative expenses [Domain] | Franchise and license expenses [Member]                        
Facility Actions [Line Items]                        
Costs associated with KFC U.S. Acceleration Agreement                 130.0      
Incremental Advertising [Member] | KFC Global Division [Member]                        
Facility Actions [Line Items]                        
Costs associated with KFC U.S. Acceleration Agreement                 20.0 20.0 10.0  
Incremental Advertising [Member] | 2018 [Domain] [Member] | KFC Global Division [Member]                        
Facility Actions [Line Items]                        
Costs associated with KFC U.S. Acceleration Agreement                 10.0      
Incremental Advertising [Member] | 2015 to 2018 [Domain] | KFC Global Division [Member]                        
Facility Actions [Line Items]                        
Costs associated with KFC U.S. Acceleration Agreement                 60.0      
U.S. Pension Plans [Member]                        
Facility Actions [Line Items]                        
Deferred vested pension payout [3]                 73.0 260.0    
Business Combination                        
Pension settlement charges [4]                 (19.0) 32.0 5.0  
U.S. Pension Plans [Member] | Other pension (income) expense [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Pension data adjustment                 22.0 [5] 0.0 0.0  
U.S. Pension Plans [Member] | Deferred Vested Project [Member]                        
Facility Actions [Line Items]                        
Deferred vested pension payout [3]                 205.0      
Business Combination                        
Pension settlement charges [4]                 24.0      
U.S. Pension Plans [Member] | Deferred Vested Project [Member] | Other pension (income) expense [Member]                        
Business Combination                        
Pension settlement charges [4]                 24.0      
Executive Income Deferral Plan [Member] | Mark-to-Market of YUM China Funds [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
General and administrative expenses                 18.0 30.0    
Continuing Operations [Member]                        
Facility Actions [Line Items]                        
Net Cash Provided by (Used in) Operating Activities                 1,030.0 1,248.0 1,260.0  
Revenues 1,577.0 1,436.0 1,448.0 1,417.0 1,886.0 1,518.0 1,509.0 1,443.0 5,878.0 6,356.0 6,418.0  
Proceeds from refranchising of restaurants                 1,773.0 370.0 213.0  
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount                 434.0 0.0 0.0  
Refranchising (gain) loss                 (1,083.0) (163.0) 23.0  
Franchise and license expenses                 237.0 201.0 240.0  
Facility Actions [Abstract]                        
Closure and impairment (income) expenses                 3.0 15.0 16.0  
Carrying value of goodwill 512.0       536.0       512.0 536.0 568.0  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
General and administrative expenses                 999.0 1,129.0 1,058.0  
Operating Profit 1,215.0 [6] 643.0 [6] 419.0 [6] 484.0 [6] 520.0 [7] 398.0 [7] 415.0 [7] 349.0 [7] 2,761.0 [6] 1,682.0 [7] 1,434.0  
Income from continuing operations $ 436.0 $ 418.0 $ 206.0 $ 280.0 $ 308.0 $ 218.0 $ 266.0 $ 226.0 $ 1,340.0 $ 1,018.0 $ 926.0  
Diluted EPS (in dollars per share) | $ / shares $ 1.26 $ 1.18 $ 0.58 $ 0.77 $ 0.83 $ 0.55 $ 0.64 $ 0.54 $ 3.77 $ 2.54 $ 2.09  
Net Cash Provided by (Used in) Investing Activities                 $ 1,472.0 $ (4.0) $ (199.0)  
Net Cash Used in Financing Activities                 (1,795.0) (744.0) (1,089.0)  
Continuing Operations [Member] | Pizza Hut                        
Facility Actions [Abstract]                        
Carrying value of goodwill $ 162.0       $ 157.0       162.0 157.0 189.0  
Continuing Operations [Member] | Corporate and Other [Member]                        
Facility Actions [Line Items]                        
Revenues [8]                 (5.0) [9] (2.0) [9] 0.0  
Continuing Operations [Member] | KFC Global Division [Member]                        
Facility Actions [Line Items]                        
Revenues [10]                 3,110.0 3,225.0 3,222.0  
Continuing Operations [Member] | Pizza Hut Global Division [Member]                        
Facility Actions [Line Items]                        
Revenues [10]                 893.0 1,108.0 1,205.0  
Continuing Operations [Member] | Taco Bell Global Division [Member]                        
Facility Actions [Line Items]                        
Revenues [10]                 1,880.0 2,025.0 1,991.0  
Discontinued Operations [Member]                        
Facility Actions [Line Items]                        
Net Cash Provided by (Used in) Operating Activities                 0.0 829.0 931.0  
Refranchising (gain) loss                   (12.0) [11] (13.0)  
Franchise and license expenses                   45.0 [11] 48.0  
Facility Actions [Abstract]                        
Closure and impairment (income) expenses                   57.0 [11] 64.0  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
General and administrative expenses [12]                   406.0 [11] 405.0  
Income from discontinued operations         $ (5.0) $ 422.0 $ 70.0 $ 138.0 0.0 $ 625.0 [11] $ 357.0  
Diluted EPS (in dollars per share) | $ / shares         $ (0.01) $ 1.07 $ 0.17 $ 0.33   $ 1.56 $ 0.81  
Net Cash Provided by (Used in) Investing Activities                 0.0 $ (287.0) $ (493.0)  
Net Cash Used in Financing Activities                 0.0 (292.0) (234.0)  
Property, Plant and Equipment [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Costs associated with PH U.S. Acceleration Agreement                 8.0      
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Corporate and Other [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Depreciation                 (10.0)      
Incremental Advertising [Member] | Pizza Hut Global Division [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Costs associated with PH U.S. Acceleration Agreement                 25.0      
Incremental Advertising [Member] | Pizza Hut Global Division [Member] | Franchise and license expenses [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Costs associated with PH U.S. Acceleration Agreement                 25.0      
Incremental Advertising [Member] | Second half of 2017 to 2018 [Domain] | Pizza Hut Global Division [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Costs associated with PH U.S. Acceleration Agreement                 37.5      
Accounting Standards Update 2014-09 [Member] | 2018 [Domain] [Member]                        
Facility Actions [Line Items]                        
Revenues                 1,000.0      
Accounting Standards Update 2014-09 [Member] | 2018 [Domain] [Member] | Assets, Total [Member]                        
Facility Actions [Line Items]                        
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets $ 140.0               $ 140.0      
Scenario, Previously Reported [Member]                        
Facility Actions [Line Items]                        
Revenues                   6,366.0 6,440.0  
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Operating Profit                   1,625.0 1,402.0  
Income from continuing operations                   994.0 936.0  
Income from discontinued operations                   625.0 357.0  
Net Income (Loss) Attributable to Parent                   $ 1,619.0 $ 1,293.0  
Diluted EPS (in dollars per share) | $ / shares                   $ 4.04 $ 2.92  
Scenario, Previously Reported [Member] | Continuing Operations [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Diluted EPS (in dollars per share) | $ / shares                   2.48 2.11  
Scenario, Previously Reported [Member] | Discontinued Operations [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Diluted EPS (in dollars per share) | $ / shares                   $ 1.56 $ 0.81  
Restatement Adjustment [Member]                        
Facility Actions [Line Items]                        
Net Cash Provided by (Used in) Operating Activities                   $ 39.0    
Revenues                   (10.0) $ (22.0)  
Refranchising (gain) loss                   (24.0)    
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Operating Profit                   25.0 [13] (8.0)  
Income from continuing operations                   24.0 (10.0)  
Income from discontinued operations                   0.0 0.0  
Net Income (Loss) Attributable to Parent                   $ 24.0 $ (10.0)  
Diluted EPS (in dollars per share) | $ / shares                   $ 0.06 $ (0.02)  
Net Cash Provided by (Used in) Investing Activities                   $ 20.0 $ 10.0  
Net Cash Used in Financing Activities                   $ 16.0 $ 16.0  
Total Shareholders' Equity                       $ 9.0
Restatement Adjustment [Member] | Continuing Operations [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Diluted EPS (in dollars per share) | $ / shares                   $ 0.06 $ (0.02)  
Restatement Adjustment [Member] | Discontinued Operations [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Diluted EPS (in dollars per share) | $ / shares                   $ 0 $ 0  
Excluding the impact of retrospectively adopting new accounting guidance [Member]                        
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]                        
Operating Profit [14]                   $ 1,650.0 $ 1,394.0  
[1] Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company-owned 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. Remaining lease obligations for closed stores were not material at December 31, 2017 or December 31, 2016.
[2] In 2010, we refranchised our then-remaining Company-operated restaurants in Mexico. To the extent we owned it, we did not sell the real estate related to certain of these restaurants, instead leasing it to the franchisee. During 2015, we sold the real estate for approximately $58 million. While these proceeds exceeded the book value of the real estate, the sale represented a substantial liquidation of our Mexican foreign entities under GAAP. As such, the accumulated translation losses associated with our Mexican business were included in our loss on the sale. We recorded charges of $80 million representing the excess of the sum of the book value of the real estate and other related assets and our accumulated translation losses over the sales price. Consistent with the classification of the original Mexico market-wide refranchising transaction, these charges were classified as Refranchising (gain) loss. Refranchising losses of $40 million were associated with both the KFC and Pizza Hut Divisions. We continue to earn U.S. dollar-denominated franchise fees, most of which are sales-based royalties, under our existing franchise contracts with our Mexico franchisee.
[3] For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.
[4] Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.
[5] Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.
[6] Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.
[7] Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.
[8] Amounts have not been allocated to any segment for performance reporting purposes.
[9] Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.
[10] U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $2.8 billion in 2017, $3.1 billion in 2016 and $3.1 billion in 2015.
[11] Includes Yum China financial results from January 1, 2016 to October 31, 2016.
[12] Includes costs incurred to execute the Separation of $68 million and $9 million for 2016 and 2015, respectively. Such costs primarily relate to transaction advisors, legal and other consulting fees.
[13] Primarily represents gains of $24 million related to the refranchising of certain international restaurants which occurred in December 2016.
[14] Amount does not reconcile to our Consolidated Statements of Income for the year ended December 31, 2016 and December 31, 2015 due to the impact of retrospectively adopting a new accounting standard on Benefit Costs of $32 million and $40 million, respectively. See Note 2.
XML 77 R61.htm IDEA: XBRL DOCUMENT v3.8.0.1
Supplemental Cash Flow Data (Details) - Continuing Operations [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash Paid For:        
Interest $ 442 $ 297 $ 141  
Income taxes 346 314 392 [1]  
Significant Non-Cash Investing and Financing Activities:        
Capital lease obligations incurred 8 10 26  
Capital lease and other debt obligations transferred through refranchising (35) (1) 0  
Cash and Cash Equivalents, at Carrying Value 1,522 725 345  
Cash, Cash Equivalents and Restricted Cash as presented in the Consolidated Statement of Cash Flows 1,599 831 365 $ 393
Prepaid Expenses and Other Current Assets [Member]        
Significant Non-Cash Investing and Financing Activities:        
Restricted Cash and Cash Equivalents, Current 60 [1] 55 [1] 0  
Other Assets [Member]        
Significant Non-Cash Investing and Financing Activities:        
Restricted Cash and Cash Equivalents, Noncurrent [2] $ 17 $ 51 $ 20  
[1] Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.
[2] Primarily trust accounts related to our self-insurance program. 2016 also includes cash balances required, to the extent necessary, to meet statutory minimum net worth requirements for legal entities which enter into U.S. franchise agreements.
XML 78 R62.htm IDEA: XBRL DOCUMENT v3.8.0.1
Franchise and License Fees and Income (Details) - Continuing Operations [Member] - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Franchise And License Fees And Income [Abstract]                      
Initial fees, including renewal fees                 $ 96 $ 72 $ 71
Continuing fees and rental income                 2,210 2,095 2,011
Franchise and license fees and income $ 687 $ 565 $ 539 $ 515 $ 648 $ 526 $ 503 $ 490 $ 2,306 $ 2,167 $ 2,082
XML 79 R63.htm IDEA: XBRL DOCUMENT v3.8.0.1
Other (Income) Expense (Details) - Continuing Operations [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Other Income and Expenses [Line Items]      
Foreign currency transaction (gain) loss and other (income) expense, before tax $ 5 $ (6) $ 20
Loss associated with corporate aircraft 2 [1] 9 [1] 0
Other (income) expense $ 7 $ 3 $ 20
[1] During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft.
XML 80 R64.htm IDEA: XBRL DOCUMENT v3.8.0.1
Supplemental Balance Sheet Information (Details) - Continuing Operations [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Prepaid Expenses and Other Current Assets      
Income tax receivable $ 175 $ 44  
Assets held for sale [1] 37 57  
Other prepaid expenses and current assets 159 135  
Prepaid expenses and other current assets 371 236  
Property, Plant and equipment, gross 3,177 4,108  
Accumulated depreciation and amortization (1,480) (1,995)  
Property, Plant and equipment, net 1,697 2,113  
Depreciation and amortization 238 295 $ 302
Accounts Payable and Other Current Liabilities      
Accounts payable 119 142  
Accrued capital expenditures 21 39  
Accrued compensation and benefits 252 372  
Dividends payable 0 106  
Accrued taxes, other than income taxes 90 66  
Other current liabilities 331 342  
Accounts payable and other current liabilities 813 1,067  
Land      
Prepaid Expenses and Other Current Assets      
Property, Plant and equipment, gross 452 438  
Buildings and improvements      
Prepaid Expenses and Other Current Assets      
Property, Plant and equipment, gross 1,661 2,149  
Capital leases, primarily buildings      
Prepaid Expenses and Other Current Assets      
Property, Plant and equipment, gross 123 141  
Machinery and equipment      
Prepaid Expenses and Other Current Assets      
Property, Plant and equipment, gross $ 941 $ 1,380  
[1] Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. 2016 amounts also include a corporate aircraft sold in 2017.
XML 81 R65.htm IDEA: XBRL DOCUMENT v3.8.0.1
Goodwill and Intangible Assets (Details) - Continuing Operations [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Changes in the carrying amount of goodwill [Roll Forward]      
Goodwill, gross $ 529 $ 553 $ 585
Accumulated impairment losses (beginning balance) (17) (17)  
Goodwill, net 512 536 568
Disposals and other, net [1] (24) (32)  
Accumulated impairment losses (ending balance) (17) (17)  
KFC      
Changes in the carrying amount of goodwill [Roll Forward]      
Goodwill, gross 247 268 266
Accumulated impairment losses (beginning balance) 0 0  
Goodwill, net 247 268 266
Disposals and other, net [1] (21) 2  
Accumulated impairment losses (ending balance) 0 0  
Pizza Hut      
Changes in the carrying amount of goodwill [Roll Forward]      
Goodwill, gross 179 174 206
Accumulated impairment losses (beginning balance) (17) (17)  
Goodwill, net 162 157 189
Disposals and other, net [1] 5 (32)  
Accumulated impairment losses (ending balance) (17) (17)  
Taco Bell      
Changes in the carrying amount of goodwill [Roll Forward]      
Goodwill, gross 103 111 113
Accumulated impairment losses (beginning balance) 0 0  
Goodwill, net 103 111 $ 113
Disposals and other, net [1] (8) (2)  
Accumulated impairment losses (ending balance) $ 0 $ 0  
[1] Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising.
XML 82 R66.htm IDEA: XBRL DOCUMENT v3.8.0.1
Goodwill and Intangible Assets (Details 2) - Continuing Operations [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Definite-lived intangible assets      
Gross Carrying Amount $ 229 $ 274  
Accumulated Amortization (150) (154)  
Definite-lived intangible assets, amortization expense 10 12 $ 13
Approximate amortization expense for definite-lived intangible assets - 2016 7    
Approximate amortization expense for definite-lived intangible assets - 2017 7    
Approximate amortization expense for definite-lived intangible assets - 2018 6    
Approximate amortization expense for definite-lived intangible assets - 2019 6    
Approximate amortization expense for definite-lived intangible assets - 2020 6    
Franchise contract rights [Member]      
Definite-lived intangible assets      
Gross Carrying Amount 100 99  
Accumulated Amortization (77) (73)  
Lease tenancy rights [Member]      
Definite-lived intangible assets      
Gross Carrying Amount 32 56  
Accumulated Amortization (6) (9)  
Reacquired franchise rights [Member]      
Definite-lived intangible assets      
Gross Carrying Amount 60 83  
Accumulated Amortization (42) (49)  
Other [Member]      
Definite-lived intangible assets      
Gross Carrying Amount 37 36  
Accumulated Amortization (25) (23)  
KFC | Trademarks/brands [Member]      
Indefinite-lived intangible assets      
Gross Carrying Amount $ 31 $ 31  
XML 83 R67.htm IDEA: XBRL DOCUMENT v3.8.0.1
Short-term Borrowings and Long-term Debt (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Sep. 30, 2017
Jun. 30, 2016
USD ($)
Dec. 31, 2017
USD ($)
Months
Years
Rate
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Debt Instrument [Line Items]          
Other Short-term Borrowings     $ 0 $ 8  
Short-term Debt, including debt issuance costs     386 74  
Debt Issuance Costs, Current, Net     (11) (8)  
Short-term Borrowings          
Total Short-term Borrowings     375 66  
Long-term Debt          
Long-term debt including hedge accounting adjustment     9,429 9,059  
Capital Lease Obligations Excluded from Annual Maturities     105    
Line of Credit Facility [Abstract]          
Capital Lease Obligations, Noncurrent     105 120  
Long-term debt and capital less obligations, including current maturities and debt issuance costs     9,901 9,204  
Debt Issuance Costs, Noncurrent, Net     $ (86) (79)  
Senior Unsecured Notes [Abstract]          
Maturity date     Nov. 01, 2043    
Long-term Debt, Current Maturities     $ 386 66  
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
2016     380    
2017     318    
2018     1,190    
2019     441    
2020     410    
Thereafter     7,057    
Total     9,796    
Interest expense on short-term borrowings and long-term debt     473 331 $ 153
Interest Income (Expense), Net [1]     $ (440) (305) (141)
Senior Unsecured Notes Due March 2018 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Oct. 19, 2007    
Maturity date     Mar. 15, 2018    
Principal amount     $ 325    
Interest rate, stated (in hundredths)     6.25%    
Interest rate, effective (in hundredths) [3]     6.36%    
Senior Unsecured Notes Due November 2037 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Oct. 19, 2007    
Maturity date     Nov. 15, 2037    
Principal amount     $ 325    
Interest rate, stated (in hundredths)     6.88%    
Interest rate, effective (in hundredths) [3]     7.45%    
Senior Unsecured Notes Due September 2019 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Aug. 25, 2009    
Maturity date     Sep. 15, 2019    
Principal amount     $ 250    
Interest rate, stated (in hundredths)     5.30%    
Interest rate, effective (in hundredths) [3]     5.59%    
Senior Unsecured Notes Due November 2020 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Aug. 31, 2010    
Maturity date     Nov. 01, 2020    
Principal amount     $ 350    
Interest rate, stated (in hundredths)     3.88%    
Interest rate, effective (in hundredths) [3]     4.01%    
Senior Unsecured Notes Due November 2021 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Aug. 29, 2011    
Maturity date     Nov. 01, 2021    
Principal amount     $ 350    
Interest rate, stated (in hundredths)     3.75%    
Interest rate, effective (in hundredths) [3]     3.88%    
Senior Unsecured Notes Due November 2023 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Oct. 31, 2013    
Maturity date     Nov. 01, 2023    
Principal amount     $ 325    
Interest rate, stated (in hundredths)     3.88%    
Interest rate, effective (in hundredths) [3]     4.01%    
Senior Unsecured Notes Due November 2043 [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date [2]     Oct. 31, 2013    
Principal amount     $ 275    
Interest rate, stated (in hundredths)     5.35%    
Interest rate, effective (in hundredths) [3]     5.42%    
Variable Funding Notes [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Interest expense on short-term borrowings and long-term debt     $ 2    
Secured Debt [Member] | The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member]          
Line of Credit Facility [Abstract]          
Debt Issuance Costs, Gross     56    
Secured Debt [Member] | Term Loan A and B Facilities and Revolving Facility [Domain]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Issuance Costs, Net     32    
Secured Debt [Member] | Term Loan A Facility [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   $ 500      
Long-term Debt     $ 500 500  
Senior Unsecured Notes [Abstract]          
Maturity date     Jun. 07, 2022    
Interest rate, effective (in hundredths) | Rate     3.24%    
Frequency of interest payments     quarterly    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Payment Terms     amortization payments beginning one full fiscal quarter after the first anniversary of the closing date    
Term Loan A Facility, Repayments of Principal in Year Two and Three | Rate     1.25%    
Term Loan A Facility, Repayments of Principal in Year Four | Rate     1.875%    
Term Loan A, Repayments of Principal in Year Five | Rate     3.75%    
Principal assigned to new lenders or existing lenders     $ 146    
Secured Debt [Member] | Revolving Credit Facility [Member]          
Line of Credit Facility [Abstract]          
Line of credit facility, maximum borrowing capacity     1,000    
Secured Debt [Member] | Term Loan B Facility [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   $ 2,000      
Long-term Debt     $ 1,975 1,990  
Amount of basis points Term Loan B interest rate reduced by due to repricing     75    
Senior Unsecured Notes [Abstract]          
Maturity date     Jun. 16, 2023    
Interest rate, effective (in hundredths) | Rate     3.82%    
Frequency of interest payments     quarterly    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Term Loan B, Repayment of Principal | Rate     0.25%    
Principal assigned to new lenders or existing lenders     $ 192    
Interest Income (Expense), Net     $ 8    
Secured Debt [Member] | Term Loan A Facility and Revolving Facility [Member]          
Line of Credit Facility [Abstract]          
Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing     75    
Secured Debt [Member] | Class A-2 Notes [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date   May 11, 2016      
Maturity date     May 01, 2046    
Frequency of interest payments     quarterly    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Payment Terms     no amortization of principal of the Class A-2 Notes is required prior to their anticipated repayment dates    
Long-term Debt, Contingent Payment of Principal or Interest     as of any quarterly measurement date the consolidated leverage ratio (the ratio of total debt to Net Cash Flow (as defined in the Indenture)) for the preceding four fiscal quarters of either the Company and its subsidiaries or the Issuer and its subsidiaries exceeds 5.0:1, in which case amortization payments of 1% per year of the outstanding principal as of the closing of the Securitization Notes is required. As of the most recent quarterly measurement date the consolidated leverage ratio exceeded 5.0:1 and, as a result, amortization payments are required.    
Secured Debt [Member] | Revolving Facility [Member]          
Line of Credit Facility [Abstract]          
Line of credit facility, maximum borrowing capacity     $ 1,000    
Outstanding borrowings     $ 0    
Secured Debt [Member] | the Credit Agreement [Member]          
Senior Unsecured Notes [Abstract]          
Issuance date Jun. 16, 2016        
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Payment Terms     The Credit Agreement is subject to certain mandatory prepayments, including an amount equal to 50% of excess cash flow (as defined in the Credit Agreement) on an annual basis and the proceeds of certain asset sales, casualty events and issuances of indebtedness, subject to customary exceptions and reinvestment rights.    
Debt Instrument, Covenant Compliance     We were in compliance with all debt covenants as of December 31, 2017    
Secured Debt [Member] | Class A-2-I Notes [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   $ 800      
Senior Unsecured Notes [Abstract]          
Interest rate, stated (in hundredths) | Rate     3.832%    
Interest rate, effective (in hundredths) | Rate     4.18%    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Long-term Debt, Anticipated Repayment Date | Years     4    
Secured Debt [Member] | Class A-2-II Notes [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   500      
Senior Unsecured Notes [Abstract]          
Interest rate, stated (in hundredths) | Rate     4.377%    
Interest rate, effective (in hundredths) | Rate     4.59%    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Long-term Debt, Anticipated Repayment Date | Years     7    
Secured Debt [Member] | Class A-2-III Notes [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   1,000      
Senior Unsecured Notes [Abstract]          
Interest rate, stated (in hundredths) | Rate     4.97%    
Interest rate, effective (in hundredths) | Rate     5.14%    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Long-term Debt, Anticipated Repayment Date | Years     10    
Secured Debt [Member] | Securitization Notes [Member]          
Short-term Borrowings          
Senior Notes, Noncurrent     $ 2,271 2,294  
Line of Credit Facility [Abstract]          
Debt Issuance Costs, Gross       31  
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Debt Default, Description of Violation or Event of Default     The Securitization Notes are also subject to certain customary events of default, including events relating to non-payment of required interest or principal due on the Securitization Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and failure of the Securitization Entities to maintain a stated debt service coverage ratio    
Debt Instrument, Covenant Compliance     As of December 31, 2017, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events    
Senior Unsecured Notes [Member]          
Senior Unsecured Notes [Abstract]          
Number of months until first required interest payment after debt issuance | Months     6    
Frequency of interest payments     semi-annually    
Senior Unsecured Notes [Member] | Subsidiary Senior Unsecured Notes [Member]          
Short-term Borrowings          
Senior Notes, Noncurrent     $ 2,850 2,100  
Senior Unsecured Notes [Abstract]          
Issuance date Jun. 16, 2016        
Frequency of interest payments     semi-annually    
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Covenant Compliance     We were in compliance with all debt covenants as of December 31, 2017    
Senior Unsecured Notes [Member] | Subsidiary Senior Unsecured Notes due 2024 [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   1,050      
Senior Unsecured Notes [Abstract]          
Maturity date     Jun. 01, 2024    
Interest rate, stated (in hundredths) | Rate     5.00%    
Interest rate, effective (in hundredths) | Rate     5.16%    
Senior Unsecured Notes [Member] | Subsidiary Senior Unsecured Notes due 2026 [Member]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt   1,050      
Senior Unsecured Notes [Abstract]          
Maturity date     Jun. 01, 2026    
Interest rate, stated (in hundredths) | Rate     5.25%    
Interest rate, effective (in hundredths) | Rate     5.39%    
Senior Unsecured Notes [Member] | Subsidiary Senior Unsecured Notes due 2027 [Domain]          
Debt Instrument [Line Items]          
Proceeds from Issuance of Debt     $ 750    
Senior Unsecured Notes [Abstract]          
Interest rate, stated (in hundredths) | Rate     4.75%    
Interest rate, effective (in hundredths) | Rate     4.90%    
Frequency of interest payments     semi-annually    
Senior Unsecured Notes [Member] | YUM Senior Unsecured Notes [Member] [Domain]          
Short-term Borrowings          
Senior Notes, Noncurrent     $ 2,200 2,200  
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Debt Default, Description of Violation or Event of Default     Our YUM Senior Unsecured Notes contain cross-default provisions whereby 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 YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice.    
London Interbank Offered Rate (LIBOR) [Member] | Secured Debt [Member] | Term Loan B Facility [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Basis Spread on Variable Rate | Rate     2.00%    
Debt Instrument, Basis Spread on Variable Rate, Stepdown | Rate     1.75%    
Base Rate [Member] | Secured Debt [Member] | Term Loan B Facility [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Basis Spread on Variable Rate | Rate     1.00%    
Debt Instrument, Basis Spread on Variable Rate, Stepdown | Rate     0.75%    
Minimum [Member] | Senior Unsecured Notes [Member] | YUM Senior Unsecured Notes [Member] [Domain]          
Senior Unsecured Notes [Abstract]          
Interest rate, stated (in hundredths) | Rate     3.75%    
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Secured Debt [Member] | Term Loan A Facility and Revolving Facility [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Basis Spread on Variable Rate | Rate     1.25%    
Minimum [Member] | Base Rate [Member] | Secured Debt [Member] | Term Loan A Facility and Revolving Facility [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Basis Spread on Variable Rate | Rate     0.25%    
Maximum [Member] | Senior Unsecured Notes [Member] | YUM Senior Unsecured Notes [Member] [Domain]          
Senior Unsecured Notes [Abstract]          
Interest rate, stated (in hundredths) | Rate     6.88%    
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Secured Debt [Member] | Term Loan A Facility and Revolving Facility [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Basis Spread on Variable Rate | Rate     1.75%    
Maximum [Member] | Base Rate [Member] | Secured Debt [Member] | Term Loan A Facility and Revolving Facility [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Basis Spread on Variable Rate | Rate     0.75%    
Total Leverage Ratio [Member] | Secured Debt [Member] | the Credit Agreement [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Covenant Description     require the Borrowers to maintain a total leverage ratio (defined as the ratio of Consolidated Total Debt to Consolidated EBITDA (as these terms are defined in the Credit Agreement)) of 5.0:1 or less    
Fixed Charge Coverage Ratio [Member] | Secured Debt [Member] | the Credit Agreement [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Covenant Description     fixed charge coverage ratio (defined as the ratio of EBITDA minus capital expenditures to fixed charges (inclusive of rental expense and scheduled amortization)) of at least 1.5:1    
Debt Service Coverage Ratio - Rapid Amortization Events [Member] | Secured Debt [Member] | Securitization Notes [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Covenant Description     debt service coverage ratio (as defined in the Indenture) of at least 1.1:1    
Debt Service Coverage Ratio - Cash Trap Reserve Account [Member] | Secured Debt [Member] | Securitization Notes [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Debt Instrument, Covenant Description     debt service coverage ratio (or the ratio of Net Cash Flow to all debt service payments for the preceding four fiscal quarters) of at least 1.75:1    
Debt Instrument, Covenant Compliance     During the quarter ended December 31, 2017, the Securitization Entities maintained a debt service coverage ratio significantly in excess of the 1.75:1 requirement    
Line of Credit [Member] | Variable Funding Notes [Member]          
Line of Credit Facility [Abstract]          
Line of credit facility, maximum borrowing capacity   100      
Letter of Credit [Member] | Revolving Facility [Member]          
Line of Credit Facility [Abstract]          
Outstanding letters of credit     $ 4    
Letter of Credit [Member] | Variable Funding Notes [Member]          
Line of Credit Facility [Abstract]          
Line of credit facility, maximum borrowing capacity   $ 50      
Continuing Operations [Member]          
Short-term Borrowings          
Total Short-term Borrowings     375 66  
Long-term Debt          
Long-term debt including hedge accounting adjustment     9,429 9,059  
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Interest Income (Expense), Net     (440) (305) (141)
Continuing Operations [Member] | Prepaid Expenses and Other Current Assets [Member]          
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]          
Restricted Cash and Cash Equivalents, Current     $ 60 [4] $ 55 [4] $ 0
[1] Amounts have not been allocated to any segment for performance reporting purposes.
[2] Interest payments commenced approximately six months after issuance date and are payable semi-annually thereafter.
[3] 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 debt issuance.
[4] Restricted cash within Prepaid expenses and other current assets reflects the Taco Bell Securitization interest reserves. See Note 11.
XML 84 R68.htm IDEA: XBRL DOCUMENT v3.8.0.1
Leases (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2017
USD ($)
Years
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Leases [Abstract]      
Approximate number of restaurants operated 1,481    
Approximate number of restaurants operated on leased land and/or buildings 900    
Maximum duration of lease commitments from inception for the vast majority of our lease commitments (in years) | Years 20    
Capital leases, future minimum commitments [Abstract]      
2016 $ 13    
2017 13    
2018 12    
2019 11    
2020 11    
Thereafter 76    
Capital leases, total future minimum commitments 136    
Operating leases, future minimum commitments [Abstract]      
2016 124    
2017 111    
2018 87    
2019 75    
2020 67    
Thereafter 435    
Operating leases, total future minimum commitments 899    
Direct financing leases, lease receivables [Abstract]      
2016 5    
2017 4    
2018 4    
2019 3    
2020 3    
Thereafter 24    
Direct financing leases, total lease receivables 43    
Operating leases, lease receivables [Abstract]      
2016 64    
2017 58    
2018 51    
2019 47    
2020 44    
Thereafter 415    
Operating leases, total lease receivables 679    
Present value of minimum payments under capital leases 105 $ 120  
Unearned income associated with direct financing lease receivables 12    
Rental expense      
Minimum 193 208 $ 225
Contingent 21 26 29
Total rental expense 214 234 254
Rental income $ 86 $ 73 $ 73
Approximate number of units leased or subleased to franchisees 900    
XML 85 R69.htm IDEA: XBRL DOCUMENT v3.8.0.1
Derivative Instruments (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Derivative, Notional Amount $ 1,550  
Secured Debt [Member] | Term Loan B Facility [Member]    
Long-term Debt 1,975 $ 1,990
Cash Flow Hedging [Member]    
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months 14  
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member]    
Derivative, Notional Amount 456 $ 437
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net $ 0  
Cash Flow Hedging [Member] | Interest Rate Swap [Member]    
Derivative, Maturity Date Jul. 27, 2021  
Derivative, Fixed Interest Rate 3.92%  
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net $ 0  
Maximum [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member]    
Derivative, Maturity Date Jun. 12, 2020  
Minimum [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member]    
Derivative, Maturity Date Feb. 23, 2018  
XML 86 R70.htm IDEA: XBRL DOCUMENT v3.8.0.1
Derivative Instruments (Details 2) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]      
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax $ 2 $ 16 $ 0
Cash Flow Hedging [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax 1 (20)  
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax (3) 4  
Interest Rate Swap [Member] | Cash Flow Hedging [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net 4 47  
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net 2 (4)  
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net (56) 10  
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net $ 56 $ (18)  
XML 87 R71.htm IDEA: XBRL DOCUMENT v3.8.0.1
Fair Value Disclosures (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount $ 0 $ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount 0 0
Non-recurring basis    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
(Gains) losses recognized from all non-recurring fair value measurements 2 12
Non-recurring basis | Fair Value, Inputs, Level 3 [Member] | 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 [1] 2 9
Non-recurring basis | Fair Value, Inputs, Level 2 [Member] | Gain (Loss) on Disposition of Property Plant Equipment [Member]    
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 0 3 [2]
Accounts Payable and Accrued Liabilities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Fair Value, Gross Liability 0 3
Other Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Fair Value, Gross Asset 0 10
Other Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Fair Value, Gross Asset 40 47
Other Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments, Fair Value Disclosure 29 24
Other Noncurrent Liabilities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Fair Value, Gross Liability 46 0
Prepaid Expenses and Other Current Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Fair Value, Gross Asset 5 6
Prepaid Expenses and Other Current Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Fair Value, Gross Asset 9 0
Unsecured Debt [Member] | Subsidiary Senior Unsecured Notes [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Senior Notes, Noncurrent 2,850 2,100
Unsecured Debt [Member] | Subsidiary Senior Unsecured Notes [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Fair Value [3] 2,983 2,175
Unsecured Debt [Member] | YUM Senior Unsecured Notes [Member] [Domain]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Senior Notes, Noncurrent 2,200 2,200
Unsecured Debt [Member] | YUM Senior Unsecured Notes [Member] [Domain] | Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Fair Value [3] 2,277 2,216
Secured Debt [Member] | Securitization Notes [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Senior Notes, Noncurrent 2,271 2,294
Secured Debt [Member] | Securitization Notes [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Fair Value [4] 2,367 2,315
Secured Debt [Member] | Term Loan A Facility [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt 500 500
Secured Debt [Member] | Term Loan A Facility [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Fair Value [3] 503 501
Secured Debt [Member] | Term Loan B Facility [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt 1,975 1,990
Secured Debt [Member] | Term Loan B Facility [Member] | Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Fair Value [3] $ 1,990 $ 2,016
[1] Restaurant-level impairment charges are recorded in Closures and impairment (income) expenses and resulted primarily from our semi-annual impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3).
[2] During 2016, we made the decision to dispose of a corporate aircraft. The loss associated with this then planned sale reflected the shortfall of the expected proceeds, less any selling costs, over the carrying value of the aircraft. The expected proceeds were based on actual bids received from potential buyers for similar assets (Level 2).
[3] We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates.
[4] We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets.
XML 88 R72.htm IDEA: XBRL DOCUMENT v3.8.0.1
Pension, Retiree Medical and Retiree Savings Plans (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2017
Dec. 31, 2016
Components of net periodic benefit cost:          
Amortization of prior service cost $ 5.0 $ 5.0      
Amortization of net loss (5.0) 6.0      
Pension losses in accumulated other comprehensive income (loss):          
Unrealized gains (losses) arising during the year $ (17.0) (62.0) $ 101.0    
Assumed health care cost trend rates [Abstract]          
Year that rate reaches ultimate trend rate 2038        
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 $ 13.0 14.0 13.0    
Pension settlement charges (20.0) (33.0)      
Post-retirement Plan [Member]          
Benefit Payments [Abstract]          
2016       $ 5.0  
2017       5.0  
2018       5.0  
2019       5.0  
2020       5.0  
2021 - 2025       17.0  
Amounts recognized as a loss in Accumulated Other Comprehensive Income:          
Actuarial net gain       (8.0) $ (10.0)
Accumulated benefit obligation       $ 55.0 $ 55.0
Components of net periodic benefit cost:          
Net periodic benefit cost 2.0 3.0 3.0    
Assumed health care cost trend rates [Abstract]          
Assumed health care cost trend rate (in hundredths)       6.30% 6.60%
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 0.0        
One percentage-point decrease in assumed health care cost trend rates, maximum impact to service and interest cost 0.0        
One percentage-point increase in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation 0.0        
One percentage-point decrease in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation 0.0        
Foreign Pension Plan [Member]          
Change in benefit obligation          
Benefit obligation at beginning of year 261.0        
Benefit obligation at end of year 287.0 261.0      
Change in plan assets          
Fair value of plan assets at beginning of year 305.0        
Fair value of plan assets at end of year 358.0 305.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category 358.0 305.0   $ 358.0 $ 305.0
U.S. Pension Plans [Member]          
Defined Benefit Plan Disclosure [Line Items]          
Net Payable For Unsettled Transactions       56.0 19.0
Defined Benefit Plan, Benefit Obligation, Benefits Paid $ 76.0 26.0      
Defined Benefit Plan, Assets Expected to be Returned to Employer, Description We do not anticipate any plan assets being returned to the Company during 2018 for any U.S. plans.        
Change in benefit obligation          
Benefit obligation at beginning of year $ 993.0 1,134.0      
Service cost 10.0 17.0 18.0    
Interest cost 41.0 54.0 55.0    
Plan amendments 2.0 4.0      
Curtailment (2.0) (4.0)      
Special termination benefits 2.0 3.0 1.0    
Settlement payments [1] (73.0) (260.0)      
Actuarial (gain) loss 115.0 77.0      
Defined Benefit Plan, Plan Assets, Administration Expense (5.0) (6.0)      
Benefit obligation at end of year 1,007.0 993.0 1,134.0    
Change in plan assets          
Fair value of plan assets at beginning of year 837.0 1,004.0      
Actual return on plan assets 129.0 87.0      
Employer contributions 52.0 38.0      
Settlement payments (73.0) (260.0) [1]      
Defined Benefit Plan, Administrative expenses (5.0) (6.0)      
Fair value of plan assets at end of year 864.0 837.0 1,004.0    
Funded status at end of year       (143.0) (156.0)
Benefit Payments [Abstract]          
2016       65.0  
2017       37.0  
2018       39.0  
2019       42.0  
2020       44.0  
2021 - 2025       257.0  
Amounts recognized in the Consolidated Balance Sheet:          
Accrued benefit liability - current       (8.0) (16.0)
Accrued benefit liability - non-current       (135.0) (140.0)
Accrued benefit amounts recognized       (143.0) (156.0)
Amounts recognized as a loss in Accumulated Other Comprehensive Income:          
Actuarial net gain       (134.0) (150.0)
Prior service cost       (26.0) (30.0)
Amounts recognized as a loss in Accumulated Other Comprehensive Income (180.0) (180.0) (170.0) (160.0) (180.0)
Accumulated benefit obligation       976.0 960.0
Information for pension plans with an accumulated benefit obligation in excess of plan assets:          
Projected benefit obligation       1,007.0 993.0
Accumulated benefit obligation       976.0 960.0
Fair value of plan assets       864.0 837.0
Information for pension plans with a projected benefit obligation in excess of plan assets:          
Projected benefit obligation       1,007.0 993.0
Accumulated benefit obligation       976.0 960.0
Fair value of plan assets       864.0 $ 837.0
Components of net periodic benefit cost:          
Service cost 10.0 17.0 18.0    
Interest cost 41.0 54.0 55.0    
Amortization of prior service cost [2] 6.0 6.0 1.0    
Expected return on plan assets (45.0) (65.0) (62.0)    
Amortization of net loss 5.0 6.0 45.0    
Net periodic benefit cost 17.0 18.0 57.0    
Additional loss recognized due to:          
Special termination benefits 2.0 3.0 1.0    
Pension losses in accumulated other comprehensive income (loss):          
Beginning of year (180.0) (170.0)      
Unrealized gains (losses) arising during the year (10.0) (54.0)      
Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax 2.0 4.0      
Curtailment gain 19.0 32.0      
Amortization of net loss 5.0 6.0      
Amortization of prior service cost 6.0 6.0      
Prior service cost (2.0) (4.0)      
End of year $ (160.0) $ (180.0) $ (170.0)    
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       16.0  
Estimated prior service cost that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year       $ 6.0  
Weighted-average assumptions used to determine benefit obligations at the measurement dates:          
Discount rate (in hundredths)       3.90% 4.60%
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) 4.53% [3] 4.90% 4.30%    
Long-term rate return on plan assets (in hundredths) 6.06% [3] 6.75% 6.75%    
Rate of compensation increase (in hundredths) 3.75% [3] 3.75% 3.75%    
Plan Assets [Abstract]          
Fair value of plan assets by asset category $ 864.0 $ 1,004.0 $ 1,004.0 $ 864.0 $ 837.0
Value of mutual fund held as an investment that includes YUM stock       0.3 0.3
Approximate percentage of total plan assets in investment that includes YUM stock (in hundredths) 1.00% 1.00%      
Effect of one-percentage point change in assumed health care cost trend rates [Abstract]          
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year       0.0  
Pension settlement charges [4] $ (19.0) $ 32.0 5.0    
Defined Benefit Plan, Plan Assets, Benefits Paid 76.0 26.0      
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Cash [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year 2.0        
Fair value of plan assets at end of year 3.0 2.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category 3.0 2.0   3.0 2.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Cash Equivalents [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [5] 12.0        
Fair value of plan assets at end of year [5] 12.0 12.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [5] 12.0 12.0   12.0 12.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities - U.S. Large cap [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [6] 244.0        
Fair value of plan assets at end of year [6] 257.0 244.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [6] 257.0 244.0   257.0 244.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities - U.S. Mid cap [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [6] 41.0        
Fair value of plan assets at end of year [6] 43.0 41.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [6] 43.0 41.0   43.0 41.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities - U.S. Small cap [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [6] 43.0        
Fair value of plan assets at end of year [6] 43.0 43.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [6] 43.0 43.0   43.0 43.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities - Non-U.S. [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [6] 83.0        
Fair value of plan assets at end of year [6] 87.0 83.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [6] 87.0 83.0   87.0 83.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 1 [Member] | Fixed Income Securities - U.S. Corporate [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [6] 172.0        
Fair value of plan assets at end of year [6] 177.0 172.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [6] 177.0 172.0   177.0 172.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed Income Securities - U.S. Corporate [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [7] 76.0        
Fair value of plan assets at end of year [7] 86.0 76.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [7] 86.0 76.0   86.0 76.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed Income Securities - U.S. Government and Government Agencies [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [8] 152.0        
Fair value of plan assets at end of year [8] 177.0 152.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [8] 177.0 152.0   177.0 152.0
U.S. Pension Plans [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed Income Securities - Non-U.S. Government [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [8] 31.0        
Fair value of plan assets at end of year [8] 35.0 31.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [8] 35.0 31.0   35.0 31.0
U.S. Pension Plans [Member] | Amount settled prior to year end [Member]          
Change in plan assets          
Fair value of plan assets at beginning of year [9] 856.0        
Fair value of plan assets at end of year [9] 920.0 856.0      
Plan Assets [Abstract]          
Fair value of plan assets by asset category [9] 920.0 856.0   $ 920.0 $ 856.0
U.S. Pension Plans [Member] | Equity Securities [Member]          
Plan Assets [Abstract]          
Equity securities, target allocation (in hundredths)       50.00%  
U.S. Pension Plans [Member] | Fixed Income Funds [Member]          
Plan Assets [Abstract]          
Equity securities, target allocation (in hundredths)       50.00%  
Other pension (income) expense [Member] | U.S. Pension Plans [Member]          
Defined Benefit Plan Disclosure [Line Items]          
Pension data adjustment $ 22.0 [10] $ 0.0 $ 0.0    
[1] For discussion of the settlement payments made in connection with the deferred vested program in 2016, see Note 5.
[2] Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.
[3] Reflects a weighted average due to interim remeasurements in 2017.
[4] Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.
[5] Short-term investments in money market funds.
[6] Securities held in common trusts.
[7] Investments held directly by the Plan.
[8] Includes securities held in common trusts and investments held directly by the Plan.
[9] 2017 and 2016 exclude net unsettled trade payables of $56 million and $19 million, respectively.
[10] Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.
XML 89 R73.htm IDEA: XBRL DOCUMENT v3.8.0.1
Share-based and Deferred Compensation Plans (Details)
$ / shares in Units, shares in Thousands, $ in Millions
 3 Months Ended 12 Months Ended
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
$ / shares
shares
Dec. 31, 2017
USD ($)
groups
$ / shares
shares
Dec. 31, 2016
USD ($)
$ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
Award Valuation            
Risk-free interest rate (in hundredths)       1.90% 1.40% 1.30%
Expected term (years)       6 years 5 months 6 years 5 months 6 years 5 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate       22.90% 27.00% 26.90%
Expected dividend yield (in hundredths)       1.80% 2.60% 2.20%
Number of homogeneous groups appropriate to group awards into when estimating expected term | groups       2    
Summary of award activity - Stock options and SARs, additional disclosures [Abstract]            
Options outstanding at the end of the year (in shares) | shares       943    
SARs outstanding at the end of the year (in shares) | shares       17,342    
Options outstanding at the end of the year, Weighted-average exercise price (in dollars per share) | $ / shares       $ 36.63    
SARs outstanding at the end of the year, Weighted-average exercise price (in dollars per share) | $ / shares       $ 45.30    
Impact on net income [Abstract]            
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense       $ 117 $ 0 $ 0
Cash received from stock options exercises       12 $ 5 $ 12
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options       $ 153    
Stock Options and Stock Appreciation Rights [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Minimum vesting period of outstanding awards (in years)       P1Y10M0D    
Summary of award activity - Stock options and SARs [Roll Forward]            
Granted (in shares) | shares       2,879    
Exercised (in shares) | shares       (4,269)    
Forfeited or expired (in shares) | shares       (1,567)    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares       $ 54.98    
Summary of award activity - Stock options and SARs, additional disclosures [Abstract]            
Granted, Weighted-average exercise price (in dollars per share) | $ / shares       67.93    
Exercised, Weighted-average exercise price (in dollars per share) | $ / shares       $ 36.45    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value       $ 672    
Exercisable at the end of the year (in shares) | shares       11,971    
Exercisable at the end of the year, Weighted-average exercise price (in dollars per share) | $ / shares       $ 38.07    
Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term       4 years    
Exercisable at the end of the year, Aggregate intrinsic value (in dollars)       $ 521    
Options outstanding at the end of the year (in shares) | shares     21,242 18,285 [1] 21,242  
Options outstanding at the end of the year, Weighted-average exercise price (in dollars per share) | $ / shares     $ 40.78 $ 44.85 $ 40.78  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term       5 years 5 months    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares       $ 14.08 $ 14.40 $ 15.95
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value       $ 154 $ 263 $ 153
Unrecognized compensation cost       55    
Restricted Stock Units And Performance Share Units [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value       10 7 11
Summary of award activity - Stock options and SARs, additional disclosures [Abstract]            
Unrecognized compensation cost       $ 20    
Unvested RSUs and PSUs | shares       1,000    
Long Term Incentive Plans [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of stock award plans in effect       1    
Minimum vesting period of outstanding awards (in years)       immediate    
Maximum vesting period of outstanding awards (in years)       5 years    
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period       10 years    
Approximate number of shares available for grant (in shares) | shares       28,000    
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%    
Executive Income Deferral Plan [Member] | Restricted Stock Units (RSUs) [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Vesting period (in years)       2 years    
Employer Method [Member] | Stock Options and Stock Appreciation Rights [Member]            
Impact on net income [Abstract]            
Award Modification Description       the exercise prices of the awards were modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company    
Employer Method [Member] | Restricted Stock Units And Performance Share Units [Member]            
Impact on net income [Abstract]            
Award Modification Description       the number of awards was modified to maintain the pre-Separation intrinsic value of the awards in relation to the post-Separation stock price of the applicable company    
Mark-to-Market of YUM China Funds [Member] | Executive Income Deferral Plan [Member]            
Impact on net income [Abstract]            
General and administrative expenses       $ 18 30  
Continuing Operations [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Expense       65 [2] 80 [3] 46
Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense [2]       22    
Impact on net income [Abstract]            
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense         26 15
EID compensation expense not share-based       12 5 1
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options         109 62
General and administrative expenses       999 1,129 1,058
Continuing Operations [Member] | Stock Options and Stock Appreciation Rights [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Expense       30 38 41
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value       33 41 42
Continuing Operations [Member] | Performance Share Units [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Expense       9 4 2
Continuing Operations [Member] | Restricted Stock Units (RSUs) [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Expense       26 38 $ 3
Unallocated amounts to segment [Member] | Mark-to-Market of YUM China Funds [Member] | Executive Income Deferral Plan [Member]            
Impact on net income [Abstract]            
General and administrative expenses       $ 18 $ 30  
Unallocated amounts to segment [Member] | Continuing Operations [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Expense [2] $ 16 $ 2 $ 30      
Restaurant-level Employees [Domain] | Long Term Incentive Plans [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period       10 years    
Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period       5 years    
Vesting period (in years)       4 years    
Executives [Domain] | Long Term Incentive Plans [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period       10 years    
Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period       6 years 6 months    
Vesting period (in years)       4 years    
Award Valuation            
Graded vesting schedule of grants made to executives under other stock award plans       25%    
[1] Outstanding awards include 943 options and 17,342 SARs with weighted average exercise prices of $36.63 and $45.30, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China.
[2] Includes $18 million due to appreciation in the market price of Yum China's stock. See Note 5.
[3] Includes $30 million due to modifications of awards in connection with the Separation that was not allocated to any of our operating segments for performance purposes. See Note 5.
XML 90 R74.htm IDEA: XBRL DOCUMENT v3.8.0.1
Shareholders' Equity (Details) - USD ($)
shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Repurchase Of Shares Of Common Stock [Line Items]      
Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date.   $ 45  
Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date.   700  
Stock Repurchased During Period, Shares 26,561 [1] 67,963 [1] 15,942
Stock Repurchased During Period, Value $ 1,915 [1] $ 5,447 [1] $ 1,200
November 2017 [Domain]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 0 0 0
Stock Repurchased During Period, Value $ 0 $ 0 $ 0
November 2016 [Member]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 26,561 1,337 0
Stock Repurchased During Period, Value $ 1,915 $ 85 $ 0
December 2015 [Member]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 0 13,368 932
Stock Repurchased During Period, Value $ 0 $ 933 $ 67
May 2016 [Member]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 0 50,435 0
Stock Repurchased During Period, Value $ 0 $ 4,200 $ 0
March 2016 [Member]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 0 2,823 0
Stock Repurchased During Period, Value $ 0 $ 229 $ 0
November 2014 [Member]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 0 0 13,231
Stock Repurchased During Period, Value $ 0 $ 0 $ 1,000
November 2013 [Member]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchased During Period, Shares 0 0 1,779
Stock Repurchased During Period, Value $ 0 $ 0 $ 133
November 2017 [Domain]      
Repurchase Of Shares Of Common Stock [Line Items]      
Stock Repurchase Program, Authorized Amount 1,500    
Stock Repurchase Program, Remaining Authorized Repurchase Amount $ 1,500    
[1] 2017 amount excludes and 2016 amount includes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016.
XML 91 R75.htm IDEA: XBRL DOCUMENT v3.8.0.1
Shareholders' Equity (Details 2) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]      
OCI, net of tax $ 187 $ (159) $ (24)
Defined Benefit Plan, Amortization of Gain (Loss) (5) 6  
Pension settlement charges (20) (33)  
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) 5 5  
Tax (expense) benefit on reclassification of pension and post-retirement losses to net income 18 17  
Translation Adjustment and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance (336) (125)  
Amounts classified into OCI, net of tax 107 (153)  
Amounts reclassified from accumulated OCI, net of tax [1] 55 (11)  
OCI, net of tax 162 (164)  
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance (174) (336) (125)
Pension and Post-Retirement Benefit Plan Losses      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance (127) (113)  
Amounts classified into OCI, net of tax (13) (41)  
Amounts reclassified from accumulated OCI, net of tax [2] 34 27  
OCI, net of tax 21 (14)  
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance (106) (127) (113)
Net Unrealized Loss on Derivative Instruments      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance 5 (14)  
Amounts classified into OCI, net of tax (51) 37  
Amounts reclassified from accumulated OCI, net of tax [3] 55 (18)  
OCI, net of tax 4 19  
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance 9 5 (14)
Total      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance (458) (252)  
Amounts classified into OCI, net of tax 43 (157)  
Amounts reclassified from accumulated OCI, net of tax 144 (2)  
OCI, net of tax 187 (159)  
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance (271) (458) (252)
Discontinued Operations [Member] | Translation Adjustment and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Amounts reclassified from accumulated OCI, net of tax   (47)  
Discontinued Operations [Member] | Pension and Post-Retirement Benefit Plan Losses      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Amounts reclassified from accumulated OCI, net of tax   0  
Discontinued Operations [Member] | Net Unrealized Loss on Derivative Instruments      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Amounts reclassified from accumulated OCI, net of tax   0  
Discontinued Operations [Member] | Total      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Amounts reclassified from accumulated OCI, net of tax   (47)  
U.S. Pension Plans [Member]      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Defined Benefit Plan, Amortization of Gain (Loss) 5 6 45
Pension settlement charges [4] (19) 32 5
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) [5] 6 6 1
U.S. Pension Plans [Member] | Other pension (income) expense [Member]      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Pension data adjustment $ 22 [6] $ 0 $ 0
[1] Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to KFC Turkey, Pizza Hut Turkey, Pizza Hut Thailand and Pizza Hut Korea refranchising transactions during 2017 and the Pizza Hut Australia refranchising transaction during 2016.
[2] Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2017 include amortization of net losses of $5 million, historical pension data adjustment of $22 million, settlement charges of $20 million, amortization of prior service cost of $5 million and related income tax benefit of $18 million. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2016 include amortization of net losses of $6 million, settlement charges of $33 million, amortization of prior service cost of $5 million and related income tax benefit of $17 million. See Note 15.
[3] See Note 13 for details on amounts reclassified from AOCI.
[4] Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.
[5] Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.
[6] Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.
XML 92 R76.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Effective income tax rate reconciliation [Abstract]      
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense $ (117) $ 0 $ 0
U.S. and foreign income before income taxes [Abstract]      
Income from Continuing Operations Before Income Taxes 2,274 1,345 1,253
Current Year Operations      
Changes in valuation allowance [Roll Forward]      
Valuation Allowance, Change in Amount   (14) (17)
Changes in Judgement      
Changes in valuation allowance [Roll Forward]      
Valuation Allowance, Change in Amount   (17) $ (24)
Continuing Operations [Member]      
Valuation Allowance [Line Items]      
Deferred Tax Assets, Net of Valuation Allowance, Current $ 139 $ 772  
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) 0.50% 1.10% 0.90%
Statutory rate differential attributable to foreign operations (in hundredths) (9.30%) (10.50%) (13.70%)
Adjustments to reserves and prior years (in hundredths) 0.50% (0.80%) 1.00%
Change in valuation allowance (in hundredths) 1.50% (0.20%) 3.00%
Other, net (in hundredths) (1.10%) (0.30%) (0.10%)
Effective income tax rate (in hundredths) 41.10% 24.30% 26.10%
Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense $ 117    
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense   $ (26) $ (15)
Effective Income Tax Rate Reconciliation Share Based Compensation (5.10%) 0.00% 0.00%
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]      
U.S. federal statutory rate $ 797 $ 473 $ 438
State income tax, net of federal tax benefit 11 15 12
Statutory rate differential attributable to foreign operations (212) (143) (175)
Adjustments to reserves and prior years 12 (11) 13
Change in valuation allowance (34) 3 (41)
Other, net (25) (4) (2)
Effective income tax rate 934 327 327
Details of income tax provision (benefit) [Abstract]      
Current: Federal (2) 126 267
Current: Foreign 290 160 133
Current: State 12 13 28
Total current income tax provision (benefit) 300 299 428
Deferred: Federal 603 19 (116)
Deferred: Foreign 19 3 15
Deferred: State 12 6 0
Total deferred income tax provision (benefit) 634 28 (101)
Effective income tax rate 934 327 327
U.S. and foreign income before income taxes [Abstract]      
U.S. 662 366 480
Foreign 1,612 979 773
Income from Continuing Operations Before Income Taxes 2,274 1,345 1,253
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount $ 434 $ 0 $ 0
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent 19.10% 0.00% 0.00%
XML 93 R77.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Details 2) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Reported in Consolidated Balance Sheets as:      
Total Operating and Capital Loss Carryforwards $ 1,894    
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest 2,274 $ 1,345 $ 1,253
Tax Credit Carryforward, Valuation Allowance 189    
Foreign [Member]      
Reported in Consolidated Balance Sheets as:      
Total Operating and Capital Loss Carryforwards 516    
State and Local Jurisdiction [Member]      
Reported in Consolidated Balance Sheets as:      
Total Operating and Capital Loss Carryforwards 1,073    
Internal Revenue Service (IRS) [Member]      
Reported in Consolidated Balance Sheets as:      
Total Operating and Capital Loss Carryforwards 305    
Federal, State, Foreign and Local Tax Credits [Member]      
Reported in Consolidated Balance Sheets as:      
Tax Credit Carryforward, Valuation Allowance 434    
Continuing Operations [Member]      
Operating Loss Carryforwards [Line Items]      
Operating Loss Carryforwards 216 172  
Deferred Tax Assets, Capital Loss Carryforwards 4 184  
Net deferred tax assets (liabilities) [Abstract]      
Deferred Tax Assets, Tax Credit Carryforwards, Foreign 311 284  
Employee benefits 94 185  
Share-based compensation 58 100  
Self-insured casualty claims 7 32  
Lease related liabilities 51 65  
Various liabilities 51 56  
Deferred Tax Assets, Property, Plant and Equipment 24 37  
Deferred income and other 31 32  
Gross deferred tax assets 847 1,147  
Deferred tax asset valuation allowances (421) (195)  
Net deferred tax assets 426 952  
Intangible assets, including goodwill (69) (107)  
Property, plant and equipment (18) (46)  
Deferred Tax Liabilities Deemed Repatriation (170) 0  
Other (36) (34)  
Gross deferred tax liabilities (293) (187)  
Net deferred tax assets (liabilities) 133 765  
Reported in Consolidated Balance Sheets as:      
Deferred Tax Assets, Net of Valuation Allowance, Current 139 772  
Other liabilities and deferred credits (6) (7)  
Net deferred tax assets (liabilities) 133 765  
Income (Loss) from Continuing Operations before Income Taxes, Domestic 662 366 480
Income (Loss) from Continuing Operations before Income Taxes, Foreign 1,612 979 773
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest $ 2,274 $ 1,345 $ 1,253
XML 94 R78.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Details 3)
$ in Millions
Dec. 31, 2017
USD ($)
Operating and capital loss carryforwards [Line Items]  
Amount of operating and capital loss carryforwards due to expire in 2016 $ 9
Amount of operating and capital loss carryforwards due to expire between 2017 and 2020 174
Amount of operating and capital loss carryforwards due to expire between 2021 and 2035 1,335
Amount of operating and capital loss carryforwards which may be carried forward indefinitely 376
Total Operating and Capital Loss Carryforwards 1,894
Foreign [Member]  
Operating and capital loss carryforwards [Line Items]  
Amount of operating and capital loss carryforwards due to expire in 2016 9
Amount of operating and capital loss carryforwards due to expire between 2017 and 2020 46
Amount of operating and capital loss carryforwards due to expire between 2021 and 2035 85
Amount of operating and capital loss carryforwards which may be carried forward indefinitely 376
Total Operating and Capital Loss Carryforwards 516
U.S. state [Member]  
Operating and capital loss carryforwards [Line Items]  
Amount of operating and capital loss carryforwards due to expire in 2016 0
Amount of operating and capital loss carryforwards due to expire between 2017 and 2020 61
Amount of operating and capital loss carryforwards due to expire between 2021 and 2035 1,012
Amount of operating and capital loss carryforwards which may be carried forward indefinitely 0
Total Operating and Capital Loss Carryforwards 1,073
U.S. federal [Member]  
Operating and capital loss carryforwards [Line Items]  
Amount of operating and capital loss carryforwards due to expire in 2016 0
Amount of operating and capital loss carryforwards due to expire between 2017 and 2020 67
Amount of operating and capital loss carryforwards due to expire between 2021 and 2035 238
Amount of operating and capital loss carryforwards which may be carried forward indefinitely 0
Total Operating and Capital Loss Carryforwards $ 305
XML 95 R79.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Details 4) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]      
Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate $ 10 $ 87  
Continuing Operations [Member]      
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]      
Unrecognized Tax Benefits $ 100 $ 91 $ 98
XML 96 R80.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Details 5) - Continuing Operations [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income Tax Examination [Line Items]      
Accrued interest and penalties $ 14 $ 9  
Total interest and penalties recorded during the period 5 4 $ 5
Unrecognized tax benefits reconciliation [Roll Forward]      
Beginning of Year 91 98  
Additions on tax positions related to the current year 3 0  
Additions for tax positions of prior years 8 1  
Reductions for tax positions of prior years 0 (5)  
Reductions for settlements (1) (1)  
Reductions due to statute expiration (1) (2)  
Foreign currency translation adjustment 0 0  
End of Year $ 100 $ 91 $ 98
XML 97 R81.htm IDEA: XBRL DOCUMENT v3.8.0.1
Income Taxes (Details 6) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Tax Act Enactment [Line Items]      
Undistributed Earnings of Foreign Subsidiaries $ 3,200    
Tax Credit Carryforward, Valuation Allowance $ 189    
U.S. Federal Tax Rate, prior to 2017 Tax Act [Domain]      
Tax Act Enactment [Line Items]      
U.S. federal statutory rate (in hundredths) 35.00%    
U.S. Federal Tax Rate, updated for 2017 Tax Act [Domain]      
Tax Act Enactment [Line Items]      
U.S. federal statutory rate (in hundredths) 21.00%    
Limit on deductibility of interest expense 30.00%    
Remeasurement of Deferreds [Domain]      
Tax Act Enactment [Line Items]      
Income tax provision $ 75    
Continuing Operations [Member]      
Tax Act Enactment [Line Items]      
U.S. federal statutory rate (in hundredths) 35.00% 35.00% 35.00%
Deferred Tax Liabilities Deemed Repatriation $ 170 $ 0  
Income tax provision 934 327 $ 327
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount $ 434 $ 0 $ 0
XML 98 R82.htm IDEA: XBRL DOCUMENT v3.8.0.1
Reportable Operating Segments (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Feb. 07, 2018
Segment Reporting Information [Line Items]                        
Total revenues                   $ 6,356 $ 6,418  
Operating Profit                 $ 2,761 1,682 1,434  
Other Pension (income) expense [1]                 (47) [2] (32) [2] (40)  
Interest expense, net [1]                 (440) (305) (141)  
Depreciation and amortization                 253 310 319  
Total Assets $ 5,311       $ 5,453       5,311 5,453    
Long-Lived Assets [3] 2,319       2,800       2,319 2,800    
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest                 2,274 1,345 1,253  
Investments in unconsolidated affiliates                       $ 200
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement                 (20) (33)    
KFC Global Division [Member]                        
Segment Reporting Information [Line Items]                        
Operating Profit                 981 871 835  
Depreciation and amortization                 138 172 180  
Capital Spending                 176 216 260  
Total Assets [4] 1,791       2,158       1,791 2,158    
Long-Lived Assets [3] 1,200       1,537       1,200 1,537    
Pizza Hut Global Division [Member]                        
Segment Reporting Information [Line Items]                        
Operating Profit                 341 367 351  
Depreciation and amortization                 26 36 40  
Capital Spending                 42 69 54  
Total Assets [4] 628       639       628 639    
Long-Lived Assets [3] 310       372       310 372    
Taco Bell Global Division [Member]                        
Segment Reporting Information [Line Items]                        
Operating Profit                 619 595 546  
Depreciation and amortization                 82 90 89  
Capital Spending                 95 132 116  
Total Assets [4] 1,086       1,178       1,086 1,178    
Long-Lived Assets [3] 778       859       778 859    
Unallocated amounts to segment [Member]                        
Segment Reporting Information [Line Items]                        
Franchise and license fees and income [1]                 (5) [5] (2) [5] 0  
Occupancy and other operating expenses [1]                 (10) [6] 0 0  
Franchise and license expenses [1],[5]                 (30) (24) (71)  
Corporate expenses [1]                 (230) [7] (280) [7] (180)  
Refranchising gain (loss) [1]                 1,083 163 (23)  
Other (income) expense [1]                 (8) [8] (8) [8] (24)  
Depreciation and amortization                 7 12 10  
Capital Spending                 5 10 12  
Total Assets [4],[9] 1,806       1,478       1,806 1,478    
Long-Lived Assets [3] 31       32       31 32    
U.S.                        
Segment Reporting Information [Line Items]                        
Total revenues                 2,800 3,100 3,100  
Total Assets 3,000       3,100       3,000 3,100    
Continuing Operations [Member]                        
Segment Reporting Information [Line Items]                        
Total revenues 1,577 $ 1,436 $ 1,448 $ 1,417 1,886 $ 1,518 $ 1,509 $ 1,443 5,878 6,356 6,418  
Operating Profit 1,215 [10] 643 [10] 419 [10] 484 [10] 520 [11] 398 [11] 415 [11] 349 [11] 2,761 [10] 1,682 [11] 1,434  
Other Pension (income) expense                 (47) (32) (40)  
Franchise and license fees and income 687 $ 565 $ 539 $ 515 648 $ 526 $ 503 $ 490 2,306 2,167 2,082  
Occupancy and other operating expenses                 2,954 3,489 3,627  
Franchise and license expenses                 (237) (201) (240)  
Other (income) expense                 (7) (3) (20)  
Interest expense, net                 (440) (305) (141)  
Depreciation and amortization                 253 310 319  
Capital Spending                 318 427 442  
Total Assets $ 5,311       $ 5,453       5,311 5,453    
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest                 2,274 1,345 1,253  
General and administrative expenses                 999 1,129 1,058  
Loss associated with corporate aircraft                 2 [12] 9 [12] 0  
Continuing Operations [Member] | KFC Global Division [Member]                        
Segment Reporting Information [Line Items]                        
Total revenues [13]                 3,110 3,225 3,222  
Continuing Operations [Member] | Pizza Hut Global Division [Member]                        
Segment Reporting Information [Line Items]                        
Total revenues [13]                 893 1,108 1,205  
Continuing Operations [Member] | Taco Bell Global Division [Member]                        
Segment Reporting Information [Line Items]                        
Total revenues [13]                 1,880 2,025 1,991  
General and Administrative Expense [Member] | Unallocated amounts to segment [Member]                        
Segment Reporting Information [Line Items]                        
Restructuring and Related Cost, Incurred Cost                 21 61    
Costs associated with PH U.S. Acceleration Agreement                 13      
Other Nonoperating Income (Expense) [Member]                        
Segment Reporting Information [Line Items]                        
Loss associated with corporate aircraft                 2 9    
U.S. Pension Plans [Member]                        
Segment Reporting Information [Line Items]                        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement [14]                 (19) 32 5  
U.S. Pension Plans [Member] | Other pension (income) expense [Member]                        
Segment Reporting Information [Line Items]                        
Pension data adjustment                 22 [15] 0 $ 0  
U.S. Pension Plans [Member] | Deferred Vested Project [Member]                        
Segment Reporting Information [Line Items]                        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement [14]                 24      
U.S. Pension Plans [Member] | Deferred Vested Project [Member] | Other pension (income) expense [Member]                        
Segment Reporting Information [Line Items]                        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement [14]                 24      
Executive Income Deferral Plan [Member] | Mark-to-Market of YUM China Funds [Member]                        
Segment Reporting Information [Line Items]                        
General and administrative expenses                 18 30    
Executive Income Deferral Plan [Member] | Mark-to-Market of YUM China Funds [Member] | Unallocated amounts to segment [Member]                        
Segment Reporting Information [Line Items]                        
General and administrative expenses                 $ 18 $ 30    
[1] Amounts have not been allocated to any segment for performance reporting purposes.
[2] Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. Amounts in 2016 include a settlement charge of $24 million related to the Company allowing certain former employees with deferred vested balances in the Yum Retirement Plan an opportunity to voluntarily elect early payout of their pension benefits. See Note 5.
[3] Includes PP&E, goodwill, and intangible assets, net.
[4] U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled $3.0 billion and $3.1 billion in 2017 and 2016, respectively.
[5] Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.
[6] Represents depreciation reductions arising primarily from KFC restaurants that were held-for-sale. See Note 5.
[7] Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of $21 million, non-cash charges associated with modifications of share-based compensation awards of $18 million and costs associated with the Pizza Hut U.S. Transformation Agreement of $13 million. Amounts in 2016 included costs related to YUM's Strategic Transformation Initiatives of $61 million and non-cash charges associated with the modifications of share-based compensation awards of $30 million. See Note 5.
[8] Amounts include losses associated with the sale of corporate aircraft related to YUM’s Strategic Transformation Initiatives of $2 million and $9 million in 2017 and 2016, respectively. See Note 8.
[9] Primarily includes cash and deferred tax assets.
[10] Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.
[11] Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.
[12] During 2016, we made the decision to no longer operate a corporate aircraft fleet and offered our owned aircraft for sale, one of which was sold during 2016 and one that was sold in 2017. The losses associated with these sales reflect the shortfall of the proceeds, including estimated proceeds in held-for-sale impairment evaluations, less any selling costs, over the carrying value of the aircraft.
[13] U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $2.8 billion in 2017, $3.1 billion in 2016 and $3.1 billion in 2015.
[14] Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense.
[15] Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 5.
XML 99 R83.htm IDEA: XBRL DOCUMENT v3.8.0.1
Contingencies (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2017
USD ($)
Guarantor Obligations [Line Items]  
Guarantor Exposure as percent of outstanding loans 20.00%
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 $ 600
Present value of potential payments we could be required to make in the event of non-payment $ 500
XML 100 R84.htm IDEA: XBRL DOCUMENT v3.8.0.1
Contingencies (Details 2)
$ in Millions
Dec. 31, 2017
USD ($)
Franchise Lending Program Guarantees  
Loss Contingencies [Line Items]  
Loss contingency, amount of guarantee $ 43
Total loans outstanding 31
Guarantee of Indebtedness of Others  
Loss Contingencies [Line Items]  
Loss contingency, amount of guarantee 10
Guarantee of Indebtedness of Others | Franchise Loan Pool Guarantees [Member]  
Loss Contingencies [Line Items]  
Loss contingency, amount of guarantee 3
Total loans outstanding $ 15
XML 101 R85.htm IDEA: XBRL DOCUMENT v3.8.0.1
Contingencies (Details 3) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Self Insured Property And Casualty Reserves [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning balance $ 98 $ 102
Liability for Unpaid Claims and Claims Adjustment Expense, Period Increase (Decrease) 27 42
Payments (41) (46)
Ending balance 84 $ 98
Guarantee of Indebtedness of Others    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Loss contingency, amount of guarantee $ 10  
XML 102 R86.htm IDEA: XBRL DOCUMENT v3.8.0.1
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Fiscal Period Adjustment [Line Items]                      
Refranchising (gain) loss $ (752) $ (201) $ (19) $ (111) $ (88) $ (21) $ (54)   $ (1,083) $ (163) $ 23
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement                 (20) (33)  
Asset Impairment Charges                 4 17 17
Revenues                      
Total revenues                   6,356 6,418
Operating Profit                 2,761 1,682 1,434
Income from continuing operations                   1,018 926
Income from discontinued operations                   625 357
Net Income (loss) - YUM! Brands, Inc.         $ 303 $ 640 $ 336 $ 364 $ 1,340 $ 1,643 $ 1,283
Basic Earnings Per Common Share (in dollars per share)         $ 0.83 $ 1.65 $ 0.82 $ 0.88 $ 3.86 $ 4.17 $ 2.95
Diluted Earnings Per Common Share (in dollars per share)         0.82 1.62 0.81 0.87 3.77 4.10 2.90
Dividends Declared Per Common Share (in dollars per share) $ 0.30 $ 0 $ 0.30 $ 0.30 $ 0.30 $ 0.51 $ 0.46 $ 0.46 $ 0.90 $ 1.73 $ 1.74
Unallocated amounts to segment [Member]                      
Revenues                      
Franchise and license fees and income [1]                 $ (5) [2] $ (2) [2] $ 0
Discontinued Operations [Member]                      
Fiscal Period Adjustment [Line Items]                      
Refranchising (gain) loss                   (12) [3] (13)
Revenues                      
Company sales                   5,667 [3] 6,789
Franchise and license fees and income                   109 [3] 120
Income from discontinued operations         $ (5) $ 422 $ 70 $ 138 0 $ 625 [3] $ 357
Basic Earnings Per Common Share (in dollars per share)         $ (0.01) $ 1.09 $ 0.17 $ 0.33   $ 1.59 $ 0.82
Diluted Earnings Per Common Share (in dollars per share)         $ (0.01) $ 1.07 $ 0.17 $ 0.33   $ 1.56 $ 0.81
Continuing Operations [Member]                      
Fiscal Period Adjustment [Line Items]                      
Refranchising (gain) loss                 (1,083) $ (163) $ 23
Share-based Compensation Expense                 65 [4] 80 [5] 46
Revenues                      
Company sales $ 890 $ 871 $ 909 $ 902 $ 1,238 $ 992 $ 1,006 $ 953 3,572 4,189 4,336
Franchise and license fees and income 687 565 539 515 648 526 503 490 2,306 2,167 2,082
Total revenues 1,577 1,436 1,448 1,417 1,886 1,518 1,509 1,443 5,878 6,356 6,418
Restaurant Profit 159 154 161 144 224 161 167 148 618 700  
Operating Profit 1,215 [6] 643 [6] 419 [6] 484 [6] 520 [7] 398 [7] 415 [7] 349 [7] 2,761 [6] 1,682 [7] 1,434
Income from continuing operations $ 436 $ 418 $ 206 $ 280 $ 308 $ 218 $ 266 $ 226 $ 1,340 $ 1,018 $ 926
Basic Earnings Per Common Share (in dollars per share) $ 1.29 $ 1.21 $ 0.59 $ 0.78 $ 0.84 $ 0.56 $ 0.65 $ 0.55 $ 3.86 $ 2.58 $ 2.13
Diluted Earnings Per Common Share (in dollars per share) $ 1.26 $ 1.18 $ 0.58 $ 0.77 $ 0.83 $ 0.55 $ 0.64 $ 0.54 $ 3.77 $ 2.54 $ 2.09
Continuing Operations [Member] | Unallocated amounts to segment [Member]                      
Fiscal Period Adjustment [Line Items]                      
Share-based Compensation Expense [4]     $ 16 $ 2 $ 30            
Continuing Operations [Member] | Corporate and Other [Member]                      
Revenues                      
Total revenues [1]                 $ (5) [2] $ (2) [2] $ 0
General and Administrative Expense [Member] | Unallocated amounts to segment [Member]                      
Fiscal Period Adjustment [Line Items]                      
Restructuring and Related Cost, Incurred Cost                 21 61  
Costs associated with PH U.S. Acceleration Agreement                 13    
General and Administrative Expense [Member] | Corporate and Other [Member]                      
Fiscal Period Adjustment [Line Items]                      
Restructuring and Related Cost, Incurred Cost $ 8 $ 4 4 7 33 $ 30 $ 4   23 67  
Franchise and license expenses [Member] | Unallocated and General and administrative expenses [Domain]                      
Fiscal Period Adjustment [Line Items]                      
Costs associated with PH U.S. Acceleration Agreement 11 8 12           31    
Costs associated with KFC U.S. Acceleration Agreement $ 5 $ 4 $ 5 $ 3 $ 9   $ 8 $ 9 $ 17 $ 26 $ 72
[1] Amounts have not been allocated to any segment for performance reporting purposes.
[2] Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 5.
[3] Includes Yum China financial results from January 1, 2016 to October 31, 2016.
[4] Includes $18 million due to appreciation in the market price of Yum China's stock. See Note 5.
[5] Includes $30 million due to modifications of awards in connection with the Separation that was not allocated to any of our operating segments for performance purposes. See Note 5.
[6] Includes net gains from refranchising initiatives of $111 million, $19 million, $201 million and $752 million in the first, second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $7 million, $4 million, $4 million and $8 million in the first, second, third and fourth quarters, respectively, costs associated with the Pizza Hut U.S. Transformation Agreement of $12 million, $8 million and $11 million in the second, third and fourth quarters, respectively, costs associated with the KFC U.S. Acceleration Agreement of $3 million, $5 million, $4 million and $5 million in the first, second, third and fourth quarters, respectively and non-cash charges associated with the modification of share-based compensation awards in connection with the Separation of $2 million and $16 million in the first and second quarters, respectively.
[7] Includes net gains from refranchising initiatives of $54 million, $21 million and $88 million in the second, third and fourth quarters, respectively, costs associated with YUM’s Strategic Transformation Initiatives of $4 million, $30 million and $33 million in the second, third and fourth quarters, respectively, a non-cash charge primarily associated with the modification of share-based compensation awards in connection with the Separation of $30 million in the fourth quarter and costs associated with KFC U.S. Acceleration Agreement of $9 million, $8 million and $9 million in the first, second and fourth quarters, respectively. See Note 5.
XML 103 R87.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 22. Subsequent Events Subsequent Events (Details)
shares in Millions, $ in Millions
Feb. 07, 2018
USD ($)
shares
Subsequent Event [Line Items]  
Investments in unconsolidated affiliates | $ $ 200
Investment Owned, Balance, Shares | shares 2.8
EXCEL 104 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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how.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 106 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 108 FilingSummary.xml IDEA: XBRL DOCUMENT 3.8.0.1 html 510 616 1 true 169 0 false 12 false false R1.htm 0001000 - Document - Document and Entity Information Sheet http://www.yum.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 1001000 - Statement - Consolidated Statements of Income Sheet http://www.yum.com/role/ConsolidatedStatementsOfIncome Consolidated Statements of Income Statements 2 false false R3.htm 1002000 - Statement - Consolidated Statement of Comprehensive Income Sheet http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome Consolidated Statement of Comprehensive Income Statements 3 false false R4.htm 1003000 - Statement - Consolidated Statements of Cash Flows Sheet http://www.yum.com/role/ConsolidatedStatementsOfCashFlows Consolidated Statements of Cash Flows Statements 4 false false R5.htm 1004000 - Statement - Consolidated Balance Sheets Sheet http://www.yum.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 5 false false R6.htm 1004501 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.yum.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 6 false false R7.htm 1005000 - Statement - Consolidated Statements of Shareholders' Equity Sheet http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity Consolidated Statements of Shareholders' Equity Statements 7 false false R8.htm 1005501 - Statement - Consolidated Statements of Shareholders' Equity (Parenthetical) Sheet http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical Consolidated Statements of Shareholders' Equity (Parenthetical) Statements 8 false false R9.htm 2101100 - Disclosure - Description of Business Sheet http://www.yum.com/role/DescriptionOfBusiness Description of Business Notes 9 false false R10.htm 2102100 - Disclosure - Summary of Significant Accounting Policies Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 10 false false R11.htm 2103100 - Disclosure - Earnings Per Common Share ("EPS") Sheet http://www.yum.com/role/EarningsPerCommonShareEps Earnings Per Common Share ("EPS") Notes 11 false false R12.htm 2104100 - Disclosure - Discontinued Operations Sheet http://www.yum.com/role/DiscontinuedOperations Discontinued Operations Notes 12 false false R13.htm 2105100 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows Sheet http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlows Items Affecting Comparability of Net Income and Cash Flows Notes 13 false false R14.htm 2106100 - Disclosure - Supplemental Cash Flow Data Sheet http://www.yum.com/role/SupplementalCashFlowData Supplemental Cash Flow Data Notes 14 false false R15.htm 2107100 - Disclosure - Franchise and License Fees and Income Sheet http://www.yum.com/role/FranchiseAndLicenseFeesAndIncome Franchise and License Fees and Income Notes 15 false false R16.htm 2108100 - Disclosure - Other (Income) Expense Sheet http://www.yum.com/role/OtherIncomeExpense Other (Income) Expense Notes 16 false false R17.htm 2109100 - Disclosure - Supplemental Balance Sheet Information Sheet http://www.yum.com/role/SupplementalBalanceSheetInformation Supplemental Balance Sheet Information Notes 17 false false R18.htm 2110100 - Disclosure - Goodwill and Intangible Assets Sheet http://www.yum.com/role/GoodwillAndIntangibleAssets Goodwill and Intangible Assets Notes 18 false false R19.htm 2111100 - Disclosure - Short-term Borrowings and Long-term Debt Sheet http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebt Short-term Borrowings and Long-term Debt Notes 19 false false R20.htm 2112100 - Disclosure - Leases Sheet http://www.yum.com/role/Leases Leases Notes 20 false false R21.htm 2113100 - Disclosure - Derivative Instruments (Notes) Notes http://www.yum.com/role/DerivativeInstrumentsNotes Derivative Instruments (Notes) Notes 21 false false R22.htm 2114100 - Disclosure - Fair Value Disclosures Sheet http://www.yum.com/role/FairValueDisclosures Fair Value Disclosures Notes 22 false false R23.htm 2115100 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans Sheet http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlans Pension, Retiree Medical and Retiree Savings Plans Notes 23 false false R24.htm 2116100 - Disclosure - Share-based and Deferred Compensation Plans Sheet http://www.yum.com/role/ShareBasedAndDeferredCompensationPlans Share-based and Deferred Compensation Plans Notes 24 false false R25.htm 2117100 - Disclosure - Shareholders' Equity Sheet http://www.yum.com/role/ShareholdersEquity Shareholders' Equity Notes 25 false false R26.htm 2118100 - Disclosure - Income Taxes Sheet http://www.yum.com/role/IncomeTaxes Income Taxes Notes 26 false false R27.htm 2119100 - Disclosure - Reportable Operating Segments Sheet http://www.yum.com/role/ReportableOperatingSegments Reportable Operating Segments Notes 27 false false R28.htm 2120100 - Disclosure - Contingencies Sheet http://www.yum.com/role/Contingencies Contingencies Notes 28 false false R29.htm 2121100 - Disclosure - Selected Quarterly Financial Data (Unaudited) Sheet http://www.yum.com/role/SelectedQuarterlyFinancialDataUnaudited Selected Quarterly Financial Data (Unaudited) Notes 29 false false R30.htm 2122100 - Disclosure - Subsequent Events Sheet http://www.yum.com/role/SubsequentEvents Subsequent Events Notes 30 false false R31.htm 2202201 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://www.yum.com/role/SummaryOfSignificantAccountingPolicies 31 false false R32.htm 2302302 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://www.yum.com/role/SummaryOfSignificantAccountingPolicies 32 false false R33.htm 2303301 - Disclosure - Earnings Per Common Share ("EPS") (Tables) Sheet http://www.yum.com/role/EarningsPerCommonShareEpsTables Earnings Per Common Share ("EPS") (Tables) Tables http://www.yum.com/role/EarningsPerCommonShareEps 33 false false R34.htm 2304301 - Disclosure - Discontinued Operations (Tables) Sheet http://www.yum.com/role/DiscontinuedOperationsTables Discontinued Operations (Tables) Tables http://www.yum.com/role/DiscontinuedOperations 34 false false R35.htm 2305301 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows (Tables) Sheet http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables Items Affecting Comparability of Net Income and Cash Flows (Tables) Tables http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlows 35 false false R36.htm 2306301 - Disclosure - Supplemental Cash Flow Data (Tables) Sheet http://www.yum.com/role/SupplementalCashFlowDataTables Supplemental Cash Flow Data (Tables) Tables http://www.yum.com/role/SupplementalCashFlowData 36 false false R37.htm 2307301 - Disclosure - Franchise and License Fees and Income (Tables) Sheet http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeTables Franchise and License Fees and Income (Tables) Tables http://www.yum.com/role/FranchiseAndLicenseFeesAndIncome 37 false false R38.htm 2308301 - Disclosure - Other (Income) Expense (Tables) Sheet http://www.yum.com/role/OtherIncomeExpenseTables Other (Income) Expense (Tables) Tables http://www.yum.com/role/OtherIncomeExpense 38 false false R39.htm 2309301 - Disclosure - Supplemental Balance Sheet Information (Tables) Sheet http://www.yum.com/role/SupplementalBalanceSheetInformationTables Supplemental Balance Sheet Information (Tables) Tables http://www.yum.com/role/SupplementalBalanceSheetInformation 39 false false R40.htm 2310301 - Disclosure - Goodwill and Intangible Assets (Tables) Sheet http://www.yum.com/role/GoodwillAndIntangibleAssetsTables Goodwill and Intangible Assets (Tables) Tables http://www.yum.com/role/GoodwillAndIntangibleAssets 40 false false R41.htm 2311301 - Disclosure - Short-term Borrowings and Long-term Debt (Tables) Sheet http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables Short-term Borrowings and Long-term Debt (Tables) Tables http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebt 41 false false R42.htm 2312301 - Disclosure - Leases (Tables) Sheet http://www.yum.com/role/LeasesTables Leases (Tables) Tables http://www.yum.com/role/Leases 42 false false R43.htm 2313301 - Disclosure - Derivative Instruments (Tables) Sheet http://www.yum.com/role/DerivativeInstrumentsTables Derivative Instruments (Tables) Tables http://www.yum.com/role/DerivativeInstrumentsNotes 43 false false R44.htm 2314301 - Disclosure - Fair Value Disclosures (Tables) Sheet http://www.yum.com/role/FairValueDisclosuresTables Fair Value Disclosures (Tables) Tables http://www.yum.com/role/FairValueDisclosures 44 false false R45.htm 2315301 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans (Tables) Sheet http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables Pension, Retiree Medical and Retiree Savings Plans (Tables) Tables http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlans 45 false false R46.htm 2316301 - Disclosure - Share-based and Deferred Compensation Plans (Tables) Sheet http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansTables Share-based and Deferred Compensation Plans (Tables) Tables http://www.yum.com/role/ShareBasedAndDeferredCompensationPlans 46 false false R47.htm 2317301 - Disclosure - Shareholders' Equity (Tables) Sheet http://www.yum.com/role/ShareholdersEquityTables Shareholders' Equity (Tables) Tables http://www.yum.com/role/ShareholdersEquity 47 false false R48.htm 2318301 - Disclosure - Income Taxes (Tables) Sheet http://www.yum.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.yum.com/role/IncomeTaxes 48 false false R49.htm 2319301 - Disclosure - Reportable Operating Segments (Tables) Sheet http://www.yum.com/role/ReportableOperatingSegmentsTables Reportable Operating Segments (Tables) Tables http://www.yum.com/role/ReportableOperatingSegments 49 false false R50.htm 2320301 - Disclosure - Contingencies (Tables) Sheet http://www.yum.com/role/ContingenciesTables Contingencies (Tables) Tables http://www.yum.com/role/Contingencies 50 false false R51.htm 2321301 - Disclosure - Selected Quarterly Financial Data (Unaudited) (Tables) Sheet http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedTables Selected Quarterly Financial Data (Unaudited) (Tables) Tables http://www.yum.com/role/SelectedQuarterlyFinancialDataUnaudited 51 false false R52.htm 2401401 - Disclosure - Description of Business (Details) Sheet http://www.yum.com/role/DescriptionOfBusinessDetails Description of Business (Details) Details http://www.yum.com/role/DescriptionOfBusiness 52 false false R53.htm 2402403 - Disclosure - Summary of Significant Accounting Policies (Details) Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails Summary of Significant Accounting Policies (Details) Details http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables 53 false false R54.htm 2402404 - Disclosure - Summary of Significant Accounting Policies (Details 2) Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2 Summary of Significant Accounting Policies (Details 2) Details http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables 54 false false R55.htm 2402405 - Disclosure - Summary of Significant Accounting Policies (Details 3) Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3 Summary of Significant Accounting Policies (Details 3) Details http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables 55 false false R56.htm 2402406 - Disclosure - Summary of Significant Accounting Policies (Details 4) Sheet http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4 Summary of Significant Accounting Policies (Details 4) Details http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables 56 false false R57.htm 2402407 - Disclosure - Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 5) (Details) Sheet http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 5) (Details) Details 57 false false R58.htm 2403402 - Disclosure - Earnings Per Common Share ("EPS") (Details) Sheet http://www.yum.com/role/EarningsPerCommonShareEpsDetails Earnings Per Common Share ("EPS") (Details) Details http://www.yum.com/role/EarningsPerCommonShareEpsTables 58 false false R59.htm 2404402 - Disclosure - Discontinued Operations (Details) Sheet http://www.yum.com/role/DiscontinuedOperationsDetails Discontinued Operations (Details) Details http://www.yum.com/role/DiscontinuedOperationsTables 59 false false R60.htm 2405402 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows (Details) Sheet http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails Items Affecting Comparability of Net Income and Cash Flows (Details) Details http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables 60 false false R61.htm 2406402 - Disclosure - Supplemental Cash Flow Data (Details) Sheet http://www.yum.com/role/SupplementalCashFlowDataDetails Supplemental Cash Flow Data (Details) Details http://www.yum.com/role/SupplementalCashFlowDataTables 61 false false R62.htm 2407402 - Disclosure - Franchise and License Fees and Income (Details) Sheet http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails Franchise and License Fees and Income (Details) Details http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeTables 62 false false R63.htm 2408402 - Disclosure - Other (Income) Expense (Details) Sheet http://www.yum.com/role/OtherIncomeExpenseDetails Other (Income) Expense (Details) Details http://www.yum.com/role/OtherIncomeExpenseTables 63 false false R64.htm 2409402 - Disclosure - Supplemental Balance Sheet Information (Details) Sheet http://www.yum.com/role/SupplementalBalanceSheetInformationDetails Supplemental Balance Sheet Information (Details) Details http://www.yum.com/role/SupplementalBalanceSheetInformationTables 64 false false R65.htm 2410402 - Disclosure - Goodwill and Intangible Assets (Details) Sheet http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails Goodwill and Intangible Assets (Details) Details http://www.yum.com/role/GoodwillAndIntangibleAssetsTables 65 false false R66.htm 2410403 - Disclosure - Goodwill and Intangible Assets (Details 2) Sheet http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2 Goodwill and Intangible Assets (Details 2) Details http://www.yum.com/role/GoodwillAndIntangibleAssetsTables 66 false false R67.htm 2411402 - Disclosure - Short-term Borrowings and Long-term Debt (Details) Sheet http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails Short-term Borrowings and Long-term Debt (Details) Details http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables 67 false false R68.htm 2412402 - Disclosure - Leases (Details) Sheet http://www.yum.com/role/LeasesDetails Leases (Details) Details http://www.yum.com/role/LeasesTables 68 false false R69.htm 2413402 - Disclosure - Derivative Instruments (Details) Sheet http://www.yum.com/role/DerivativeInstrumentsDetails Derivative Instruments (Details) Details http://www.yum.com/role/DerivativeInstrumentsTables 69 false false R70.htm 2413403 - Disclosure - Derivative Instruments (Details 2) Sheet http://www.yum.com/role/DerivativeInstrumentsDetails2 Derivative Instruments (Details 2) Details http://www.yum.com/role/DerivativeInstrumentsTables 70 false false R71.htm 2414402 - Disclosure - Fair Value Disclosures (Details) Sheet http://www.yum.com/role/FairValueDisclosuresDetails Fair Value Disclosures (Details) Details http://www.yum.com/role/FairValueDisclosuresTables 71 false false R72.htm 2415402 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans (Details) Sheet http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails Pension, Retiree Medical and Retiree Savings Plans (Details) Details http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables 72 false false R73.htm 2416402 - Disclosure - Share-based and Deferred Compensation Plans (Details) Sheet http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails Share-based and Deferred Compensation Plans (Details) Details http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansTables 73 false false R74.htm 2417402 - Disclosure - Shareholders' Equity (Details) Sheet http://www.yum.com/role/ShareholdersEquityDetails Shareholders' Equity (Details) Details http://www.yum.com/role/ShareholdersEquityTables 74 false false R75.htm 2417403 - Disclosure - Shareholders' Equity (Details 2) Sheet http://www.yum.com/role/ShareholdersEquityDetails2 Shareholders' Equity (Details 2) Details http://www.yum.com/role/ShareholdersEquityTables 75 false false R76.htm 2418402 - Disclosure - Income Taxes (Details) Sheet http://www.yum.com/role/IncomeTaxesDetails Income Taxes (Details) Details http://www.yum.com/role/IncomeTaxesTables 76 false false R77.htm 2418403 - Disclosure - Income Taxes (Details 2) Sheet http://www.yum.com/role/IncomeTaxesDetails2 Income Taxes (Details 2) Details http://www.yum.com/role/IncomeTaxesTables 77 false false R78.htm 2418404 - Disclosure - Income Taxes (Details 3) Sheet http://www.yum.com/role/IncomeTaxesDetails3 Income Taxes (Details 3) Details http://www.yum.com/role/IncomeTaxesTables 78 false false R79.htm 2418405 - Disclosure - Income Taxes (Details 4) Sheet http://www.yum.com/role/IncomeTaxesDetails4 Income Taxes (Details 4) Details http://www.yum.com/role/IncomeTaxesTables 79 false false R80.htm 2418406 - Disclosure - Income Taxes (Details 5) Sheet http://www.yum.com/role/IncomeTaxesDetails5 Income Taxes (Details 5) Details http://www.yum.com/role/IncomeTaxesTables 80 false false R81.htm 2418407 - Disclosure - Income Taxes (Details 6) Sheet http://www.yum.com/role/IncomeTaxesDetails6 Income Taxes (Details 6) Details http://www.yum.com/role/IncomeTaxesTables 81 false false R82.htm 2419402 - Disclosure - Reportable Operating Segments (Details) Sheet http://www.yum.com/role/ReportableOperatingSegmentsDetails Reportable Operating Segments (Details) Details http://www.yum.com/role/ReportableOperatingSegmentsTables 82 false false R83.htm 2420402 - Disclosure - Contingencies (Details) Sheet http://www.yum.com/role/ContingenciesDetails Contingencies (Details) Details http://www.yum.com/role/ContingenciesTables 83 false false R84.htm 2420403 - Disclosure - Contingencies (Details 2) Sheet http://www.yum.com/role/ContingenciesDetails2 Contingencies (Details 2) Details http://www.yum.com/role/ContingenciesTables 84 false false R85.htm 2420404 - Disclosure - Contingencies (Details 3) Sheet http://www.yum.com/role/ContingenciesDetails3 Contingencies (Details 3) Details http://www.yum.com/role/ContingenciesTables 85 false false R86.htm 2421402 - Disclosure - Selected Quarterly Financial Data (Unaudited) (Details) Sheet http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails Selected Quarterly Financial Data (Unaudited) (Details) Details http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedTables 86 false false R87.htm 2422401 - Disclosure - Note 22. Subsequent Events Subsequent Events (Details) Sheet http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails Note 22. Subsequent Events Subsequent Events (Details) Details 87 false false All Reports Book All Reports yum10k12312017.htm yum-12312017xex1051.htm yum-12312017xex121.htm yum-12312017xex211.htm yum-12312017xex231.htm yum-12312017xex311.htm yum-12312017xex312.htm yum-12312017xex321.htm yum-12312017xex322.htm yum-20171231.xsd yum-20171231_cal.xml yum-20171231_def.xml yum-20171231_lab.xml yum-20171231_pre.xml http://xbrl.sec.gov/country/2017-01-31 http://xbrl.sec.gov/invest/2013-01-31 http://xbrl.sec.gov/dei/2014-01-31 http://fasb.org/us-gaap/2017-01-31 true true JSON 110 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "yum10k12312017.htm": { "axisCustom": 10, "axisStandard": 35, "contextCount": 510, "dts": { "calculationLink": { "local": [ "yum-20171231_cal.xml" ] }, "definitionLink": { "local": [ "yum-20171231_def.xml" ] }, "inline": { "local": [ "yum10k12312017.htm" ] }, "labelLink": { "local": [ "yum-20171231_lab.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2017/elts/us-gaap-doc-2017-01-31.xml", "http://xbrl.sec.gov/dei/2014/dei-doc-2014-01-31.xml", "http://xbrl.sec.gov/invest/2013/invest-doc-2013-01-31.xml" ] }, "presentationLink": { "local": [ "yum-20171231_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/us-gaap/2017/elts/us-gaap-ref-2017-01-31.xml", "http://xbrl.sec.gov/dei/2014/dei-ref-2014-01-31.xml", "http://xbrl.sec.gov/invest/2013/invest-ref-2013-01-31.xml" ] }, "schema": { "local": [ "yum-20171231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2017/elts/us-gaap-2017-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2017/elts/us-parts-codification-2017-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2017/elts/us-roles-2017-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2017/elts/us-types-2017-01-31.xsd", "http://xbrl.sec.gov/country/2017/country-2017-01-31.xsd", "http://xbrl.sec.gov/currency/2017/currency-2017-01-31.xsd", "http://xbrl.sec.gov/dei/2014/dei-2014-01-31.xsd", "http://xbrl.sec.gov/exch/2017/exch-2017-01-31.xsd", "http://xbrl.sec.gov/invest/2013/invest-2013-01-31.xsd", "http://xbrl.sec.gov/naics/2017/naics-2017-01-31.xsd", "http://xbrl.sec.gov/sic/2011/sic-2011-01-31.xsd", "http://xbrl.sec.gov/stpr/2011/stpr-2011-01-31.xsd" ] } }, "elementCount": 1187, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2017-01-31": 69, "http://www.yum.com/20171231": 19, "http://xbrl.sec.gov/dei/2014-01-31": 14, "total": 102 }, "keyCustom": 126, "keyStandard": 490, "memberCustom": 88, "memberStandard": 73, "nsprefix": "yum", "nsuri": "http://www.yum.com/20171231", "report": { "R1": { "firstAnchor": null, "groupType": "document", "isDefault": "true", "longName": "0001000 - Document - Document and Entity Information", "role": "http://www.yum.com/role/DocumentAndEntityInformation", "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": null }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2102100 - Disclosure - Summary of Significant Accounting Policies", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2103100 - Disclosure - Earnings Per Common Share (\"EPS\")", "role": "http://www.yum.com/role/EarningsPerCommonShareEps", "shortName": "Earnings Per Common Share (\"EPS\")", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2104100 - Disclosure - Discontinued Operations", "role": "http://www.yum.com/role/DiscontinuedOperations", "shortName": "Discontinued Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ComparabilityofPriorYearFinancialDataTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2105100 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows", "role": "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlows", "shortName": "Items Affecting Comparability of Net Income and Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ComparabilityofPriorYearFinancialDataTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CashFlowSupplementalDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2106100 - Disclosure - Supplemental Cash Flow Data", "role": "http://www.yum.com/role/SupplementalCashFlowData", "shortName": "Supplemental Cash Flow Data", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CashFlowSupplementalDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:FranchiseAndLicenseFeesAndIncomeTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2107100 - Disclosure - Franchise and License Fees and Income", "role": "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncome", "shortName": "Franchise and License Fees and Income", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:FranchiseAndLicenseFeesAndIncomeTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2108100 - Disclosure - Other (Income) Expense", "role": "http://www.yum.com/role/OtherIncomeExpense", "shortName": "Other (Income) Expense", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:SupplementalBalanceSheetInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2109100 - Disclosure - Supplemental Balance Sheet Information", "role": "http://www.yum.com/role/SupplementalBalanceSheetInformation", "shortName": "Supplemental Balance Sheet Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:SupplementalBalanceSheetInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2110100 - Disclosure - Goodwill and Intangible Assets", "role": "http://www.yum.com/role/GoodwillAndIntangibleAssets", "shortName": "Goodwill and Intangible Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2111100 - Disclosure - Short-term Borrowings and Long-term Debt", "role": "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebt", "shortName": "Short-term Borrowings and Long-term Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001000 - Statement - Consolidated Statements of Income", "role": "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "shortName": "Consolidated Statements of Income", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "lang": null, "name": "us-gaap:CostOfGoodsSoldDirectMaterials", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:LeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2112100 - Disclosure - Leases", "role": "http://www.yum.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:LeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2113100 - Disclosure - Derivative Instruments (Notes)", "role": "http://www.yum.com/role/DerivativeInstrumentsNotes", "shortName": "Derivative Instruments (Notes)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2114100 - Disclosure - Fair Value Disclosures", "role": "http://www.yum.com/role/FairValueDisclosures", "shortName": "Fair Value Disclosures", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2115100 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans", "role": "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlans", "shortName": "Pension, Retiree Medical and Retiree Savings Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2116100 - Disclosure - Share-based and Deferred Compensation Plans", "role": "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlans", "shortName": "Share-based and Deferred Compensation Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2117100 - Disclosure - Shareholders' Equity", "role": "http://www.yum.com/role/ShareholdersEquity", "shortName": "Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2118100 - Disclosure - Income Taxes", "role": "http://www.yum.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2119100 - Disclosure - Reportable Operating Segments", "role": "http://www.yum.com/role/ReportableOperatingSegments", "shortName": "Reportable Operating Segments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2120100 - Disclosure - Contingencies", "role": "http://www.yum.com/role/Contingencies", "shortName": "Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2121100 - Disclosure - Selected Quarterly Financial Data (Unaudited)", "role": "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnaudited", "shortName": "Selected Quarterly Financial Data (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002000 - Statement - Consolidated Statement of Comprehensive Income", "role": "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "shortName": "Consolidated Statement of Comprehensive Income", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "lang": null, "name": "us-gaap:OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2122100 - Disclosure - Subsequent Events", "role": "http://www.yum.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConsolidationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2202201 - Disclosure - Summary of Significant Accounting Policies (Policies)", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConsolidationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2302302 - Disclosure - Summary of Significant Accounting Policies (Tables)", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables", "shortName": "Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2303301 - Disclosure - Earnings Per Common Share (\"EPS\") (Tables)", "role": "http://www.yum.com/role/EarningsPerCommonShareEpsTables", "shortName": "Earnings Per Common Share (\"EPS\") (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentDiscontinuedOperationsMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCondensedIncomeStatementTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2304301 - Disclosure - Discontinued Operations (Tables)", "role": "http://www.yum.com/role/DiscontinuedOperationsTables", "shortName": "Discontinued Operations (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentDiscontinuedOperationsMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCondensedIncomeStatementTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ImpactofChangeinReportingCalendarTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2305301 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows (Tables)", "role": "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables", "shortName": "Items Affecting Comparability of Net Income and Cash Flows (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ImpactofChangeinReportingCalendarTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2306301 - Disclosure - Supplemental Cash Flow Data (Tables)", "role": "http://www.yum.com/role/SupplementalCashFlowDataTables", "shortName": "Supplemental Cash Flow Data (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:InitialAndContinuingFranchiseAndLicenseFeesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2307301 - Disclosure - Franchise and License Fees and Income (Tables)", "role": "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeTables", "shortName": "Franchise and License Fees and Income (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:InitialAndContinuingFranchiseAndLicenseFeesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ScheduleOfOtherIncomeExpenseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2308301 - Disclosure - Other (Income) Expense (Tables)", "role": "http://www.yum.com/role/OtherIncomeExpenseTables", "shortName": "Other (Income) Expense (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ScheduleOfOtherIncomeExpenseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2309301 - Disclosure - Supplemental Balance Sheet Information (Tables)", "role": "http://www.yum.com/role/SupplementalBalanceSheetInformationTables", "shortName": "Supplemental Balance Sheet Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003000 - Statement - Consolidated Statements of Cash Flows", "role": "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "lang": null, "name": "us-gaap:PensionContributions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2310301 - Disclosure - Goodwill and Intangible Assets (Tables)", "role": "http://www.yum.com/role/GoodwillAndIntangibleAssetsTables", "shortName": "Goodwill and Intangible Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2311301 - Disclosure - Short-term Borrowings and Long-term Debt (Tables)", "role": "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables", "shortName": "Short-term Borrowings and Long-term Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ScheduleOfFutureMinimumCommitmentsAndLeaseReceivablesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2312301 - Disclosure - Leases (Tables)", "role": "http://www.yum.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ScheduleOfFutureMinimumCommitmentsAndLeaseReceivablesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2313301 - Disclosure - Derivative Instruments (Tables)", "role": "http://www.yum.com/role/DerivativeInstrumentsTables", "shortName": "Derivative Instruments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2314301 - Disclosure - Fair Value Disclosures (Tables)", "role": "http://www.yum.com/role/FairValueDisclosuresTables", "shortName": "Fair Value Disclosures (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2315301 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans (Tables)", "role": "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables", "shortName": "Pension, Retiree Medical and Retiree Savings Plans (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2316301 - Disclosure - Share-based and Deferred Compensation Plans (Tables)", "role": "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansTables", "shortName": "Share-based and Deferred Compensation Plans (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:RepurchaseOfSharesOfCommonStockTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2317301 - Disclosure - Shareholders' Equity (Tables)", "role": "http://www.yum.com/role/ShareholdersEquityTables", "shortName": "Shareholders' Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:RepurchaseOfSharesOfCommonStockTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2318301 - Disclosure - Income Taxes (Tables)", "role": "http://www.yum.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2319301 - Disclosure - Reportable Operating Segments (Tables)", "role": "http://www.yum.com/role/ReportableOperatingSegmentsTables", "shortName": "Reportable Operating Segments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:AssetsCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004000 - Statement - Consolidated Balance Sheets", "role": "http://www.yum.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "lang": null, "name": "us-gaap:LiabilitiesAndStockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ScheduleOfValuationAndQualifyingAccountsDisclosureTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2320301 - Disclosure - Contingencies (Tables)", "role": "http://www.yum.com/role/ContingenciesTables", "shortName": "Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:ScheduleOfValuationAndQualifyingAccountsDisclosureTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2321301 - Disclosure - Selected Quarterly Financial Data (Unaudited) (Tables)", "role": "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedTables", "shortName": "Selected Quarterly Financial Data (Unaudited) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NumberOfStores", "reportCount": 1, "unitRef": "Restaurants", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2401401 - Disclosure - Description of Business (Details)", "role": "http://www.yum.com/role/DescriptionOfBusinessDetails", "shortName": "Description of Business (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "2", "lang": null, "name": "yum:PercentOfSystemUnitsLocatedOutsideUnitedStates", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:FutureLeasePaymentsDueFromFranchiseesOnNominalBasis", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402403 - Disclosure - Summary of Significant Accounting Policies (Details)", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "shortName": "Summary of Significant Accounting Policies (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:FutureLeasePaymentsDueFromFranchiseesOnNominalBasis", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:FiscalPeriodAdjustment", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402404 - Disclosure - Summary of Significant Accounting Policies (Details 2)", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "shortName": "Summary of Significant Accounting Policies (Details 2)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "yum:FiscalPeriodAdjustment", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "0", "first": true, "lang": null, "name": "yum:ApproximateNumberOfRestaurantsOperatedOnLeasedLandAndOrBuildings", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402405 - Disclosure - Summary of Significant Accounting Policies (Details 3)", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "shortName": "Summary of Significant Accounting Policies (Details 3)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_PropertyPlantAndEquipmentByTypeAxis_us-gaap_BuildingAndBuildingImprovementsMember_us-gaap_RangeAxis_us-gaap_MinimumMember", "decimals": null, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402406 - Disclosure - Summary of Significant Accounting Policies (Details 4)", "role": "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "shortName": "Summary of Significant Accounting Policies (Details 4)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "lang": "en-US", "name": "yum:PeriodWithinDateOfCorrespondingSalesInWhichTradeReceivablesAreClassifiedAsAccountsAndNotesReceivable", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementBusinessSegmentsAxis_yum_PizzaHutGlobalDivisionMember_yum_PHU.S.AccelerationAgreementCostCategoryAxis_yum_IncrementalAdvertisingMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:CostsassociatedwithPHU.S.AccelerationAgreement", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402407 - Disclosure - Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 5) (Details)", "role": "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "shortName": "Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 5) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R58": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromContinuingOperations", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403402 - Disclosure - Earnings Per Common Share (\"EPS\") (Details)", "role": "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "shortName": "Earnings Per Common Share (\"EPS\") (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "lang": null, "name": "us-gaap:WeightedAverageNumberOfSharesOutstandingBasic", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4QTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:GainLossOnDispositionOfAssets1", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404402 - Disclosure - Discontinued Operations (Details)", "role": "http://www.yum.com/role/DiscontinuedOperationsDetails", "shortName": "Discontinued Operations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentDiscontinuedOperationsMember", "decimals": "-6", "lang": null, "name": "us-gaap:OtherIncome", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1004501 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://www.yum.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R60": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405402 - Disclosure - Items Affecting Comparability of Net Income and Cash Flows (Details)", "role": "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "shortName": "Items Affecting Comparability of Net Income and Cash Flows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "lang": null, "name": "yum:ImpactofretrospectivelyadoptingnewaccountingguidanceonBenefitCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:InterestPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - Supplemental Cash Flow Data (Details)", "role": "http://www.yum.com/role/SupplementalCashFlowDataDetails", "shortName": "Supplemental Cash Flow Data (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:InterestPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "yum:InitialAndContinuingFranchiseAndLicenseFeesTableTextBlock", "ix:continuation", "div", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:InitialFranchiseFees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407402 - Disclosure - Franchise and License Fees and Income (Details)", "role": "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "shortName": "Franchise and License Fees and Income (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "yum:InitialAndContinuingFranchiseAndLicenseFeesTableTextBlock", "ix:continuation", "div", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:InitialFranchiseFees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "yum:ScheduleOfOtherIncomeExpenseTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:ForeignCurrencyTransactionGainLossAndOtherIncomeExpenseBeforeTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408402 - Disclosure - Other (Income) Expense (Details)", "role": "http://www.yum.com/role/OtherIncomeExpenseDetails", "shortName": "Other (Income) Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "yum:ScheduleOfOtherIncomeExpenseTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:ForeignCurrencyTransactionGainLossAndOtherIncomeExpenseBeforeTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:IncomeTaxesReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409402 - Disclosure - Supplemental Balance Sheet Information (Details)", "role": "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails", "shortName": "Supplemental Balance Sheet Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:IncomeTaxesReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:GoodwillGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410402 - Disclosure - Goodwill and Intangible Assets (Details)", "role": "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "shortName": "Goodwill and Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:GoodwillGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410403 - Disclosure - Goodwill and Intangible Assets (Details 2)", "role": "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "shortName": "Goodwill and Intangible Assets (Details 2)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherShortTermBorrowings", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2411402 - Disclosure - Short-term Borrowings and Long-term Debt (Details)", "role": "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "shortName": "Short-term Borrowings and Long-term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherShortTermBorrowings", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "0", "first": true, "lang": null, "name": "yum:NumberofRestaurantsOperated", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412402 - Disclosure - Leases (Details)", "role": "http://www.yum.com/role/LeasesDetails", "shortName": "Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "0", "first": true, "lang": null, "name": "yum:NumberofRestaurantsOperated", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-7", "first": true, "lang": null, "name": "invest:DerivativeNotionalAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413402 - Disclosure - Derivative Instruments (Details)", "role": "http://www.yum.com/role/DerivativeInstrumentsDetails", "shortName": "Derivative Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-7", "first": true, "lang": null, "name": "invest:DerivativeNotionalAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FI2014Q4_us-gaap_StatementEquityComponentsAxis_us-gaap_CommonStockMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005000 - Statement - Consolidated Statements of Shareholders' Equity", "role": "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "shortName": "Consolidated Statements of Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FI2014Q4_us-gaap_StatementEquityComponentsAxis_us-gaap_CommonStockMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIOnDerivativesTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413403 - Disclosure - Derivative Instruments (Details 2)", "role": "http://www.yum.com/role/DerivativeInstrumentsDetails2", "shortName": "Derivative Instruments (Details 2)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis_us-gaap_CashFlowHedgingMember", "decimals": "-6", "lang": null, "name": "us-gaap:OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_FairValueByMeasurementFrequencyAxis_us-gaap_FairValueMeasurementsNonrecurringMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:GainsLossesRecognizedFromAllNonRecurringFairValueMeasurements", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414402 - Disclosure - Fair Value Disclosures (Details)", "role": "http://www.yum.com/role/FairValueDisclosuresDetails", "shortName": "Fair Value Disclosures (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_FairValueByMeasurementFrequencyAxis_us-gaap_FairValueMeasurementsNonrecurringMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:GainsLossesRecognizedFromAllNonRecurringFairValueMeasurements", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanAmortizationOfPriorServiceCostCredit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415402 - Disclosure - Pension, Retiree Medical and Retiree Savings Plans (Details)", "role": "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "shortName": "Pension, Retiree Medical and Retiree Savings Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "INF", "lang": null, "name": "yum:Maximum401KParticipantContributionOfEligibleCompensation", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416402 - Disclosure - Share-based and Deferred Compensation Plans (Details)", "role": "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails", "shortName": "Share-based and Deferred Compensation Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "yum:Valueofsharerepurchaseswithtradedatespriortocurrentreportingdatebutwithsettlementdatessubsequenttothecurrentreportingdate.", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417402 - Disclosure - Shareholders' Equity (Details)", "role": "http://www.yum.com/role/ShareholdersEquityDetails", "shortName": "Shareholders' Equity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "yum:Valueofsharerepurchaseswithtradedatespriortocurrentreportingdatebutwithsettlementdatessubsequenttothecurrentreportingdate.", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherComprehensiveIncomeLossNetOfTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417403 - Disclosure - Shareholders' Equity (Details 2)", "role": "http://www.yum.com/role/ShareholdersEquityDetails2", "shortName": "Shareholders' Equity (Details 2)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "lang": null, "name": "yum:OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansReclassificationAdjustmentsTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418402 - Disclosure - Income Taxes (Details)", "role": "http://www.yum.com/role/IncomeTaxesDetails", "shortName": "Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD_us-gaap_ValuationAllowanceByDeferredTaxAssetAxis_yum_DeferredTaxAssetsCurrentYearOperationsMember", "decimals": "-6", "lang": null, "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:TotalOperatingAndCapitalLossCarryforwards", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418403 - Disclosure - Income Taxes (Details 2)", "role": "http://www.yum.com/role/IncomeTaxesDetails2", "shortName": "Income Taxes (Details 2)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_IncomeTaxAuthorityAxis_yum_FederalStateForeignandLocalTaxCreditsMember", "decimals": "-6", "lang": null, "name": "us-gaap:TaxCreditCarryforwardValuationAllowance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireWithinNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418404 - Disclosure - Income Taxes (Details 3)", "role": "http://www.yum.com/role/IncomeTaxesDetails3", "shortName": "Income Taxes (Details 3)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireWithinNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:UnrecognizedTaxBenefitsThatWouldNotImpactEffectiveTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418405 - Disclosure - Income Taxes (Details 4)", "role": "http://www.yum.com/role/IncomeTaxesDetails4", "shortName": "Income Taxes (Details 4)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-6", "first": true, "lang": null, "name": "yum:UnrecognizedTaxBenefitsThatWouldNotImpactEffectiveTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005501 - Statement - Consolidated Statements of Shareholders' Equity (Parenthetical)", "role": "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical", "shortName": "Consolidated Statements of Shareholders' Equity (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R80": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:IncomeTaxExaminationPenaltiesAndInterestAccrued", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418406 - Disclosure - Income Taxes (Details 5)", "role": "http://www.yum.com/role/IncomeTaxesDetails5", "shortName": "Income Taxes (Details 5)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_StatementOperatingActivitiesSegmentAxis_us-gaap_SegmentContinuingOperationsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:IncomeTaxExaminationPenaltiesAndInterestAccrued", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-8", "first": true, "lang": null, "name": "us-gaap:UndistributedEarningsOfForeignSubsidiaries", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418407 - Disclosure - Income Taxes (Details 6)", "role": "http://www.yum.com/role/IncomeTaxesDetails6", "shortName": "Income Taxes (Details 6)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "-8", "first": true, "lang": null, "name": "us-gaap:UndistributedEarningsOfForeignSubsidiaries", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2016Q4YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419402 - Disclosure - Reportable Operating Segments (Details)", "role": "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "shortName": "Reportable Operating Segments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ReconciliationOfOtherSignificantReconcilingItemsFromSegmentsToConsolidatedTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4YTD_us-gaap_StatementBusinessSegmentsAxis_yum_KFCGlobalDivisionMember", "decimals": "-6", "lang": null, "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "2", "first": true, "lang": null, "name": "yum:GuarantorExposureaspercentofoutstandingloans", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420402 - Disclosure - Contingencies (Details)", "role": "http://www.yum.com/role/ContingenciesDetails", "shortName": "Contingencies (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4", "decimals": "2", "first": true, "lang": null, "name": "yum:GuarantorExposureaspercentofoutstandingloans", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_LossContingenciesByNatureOfContingencyAxis_us-gaap_PerformanceGuaranteeMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:AmountOfPossibleLossForContingencies", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420403 - Disclosure - Contingencies (Details 2)", "role": "http://www.yum.com/role/ContingenciesDetails2", "shortName": "Contingencies (Details 2)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2017Q4_us-gaap_LossContingenciesByNatureOfContingencyAxis_us-gaap_PerformanceGuaranteeMember", "decimals": "-6", "first": true, "lang": null, "name": "yum:AmountOfPossibleLossForContingencies", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2016Q4_us-gaap_ValuationAllowancesAndReservesTypeAxis_yum_SelfInsuredPropertyAndCasualtyReservesMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:LiabilityForClaimsAndClaimsAdjustmentExpensePropertyCasualtyLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420404 - Disclosure - Contingencies (Details 3)", "role": "http://www.yum.com/role/ContingenciesDetails3", "shortName": "Contingencies (Details 3)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "contextRef": "FI2015Q4_us-gaap_ValuationAllowancesAndReservesTypeAxis_yum_SelfInsuredPropertyAndCasualtyReservesMember", "decimals": "-6", "lang": null, "name": "us-gaap:LiabilityForClaimsAndClaimsAdjustmentExpensePropertyCasualtyLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4QTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:GainLossOnDispositionOfAssets1", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421402 - Disclosure - Selected Quarterly Financial Data (Unaudited) (Details)", "role": "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "shortName": "Selected Quarterly Financial Data (Unaudited) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "div", "ix:continuation", "body", "html" ], "contextRef": "FD2017Q4QTD", "decimals": "2", "lang": null, "name": "us-gaap:CommonStockDividendsPerShareDeclared", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "contextRef": "I2018Q1GrubHubAgreement", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2422401 - Disclosure - Note 22. Subsequent Events Subsequent Events (Details)", "role": "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "shortName": "Note 22. Subsequent Events Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101100 - Disclosure - Description of Business", "role": "http://www.yum.com/role/DescriptionOfBusiness", "shortName": "Description of Business", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "contextRef": "FD2017Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 169, "tag": { "country_AU": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "AUSTRALIA", "terseLabel": "AUSTRALIA" } } }, "localname": "AU", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "country_CN": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "CHINA", "terseLabel": "CHINA" } } }, "localname": "CN", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "country_KR": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "KOREA, REPUBLIC OF", "terseLabel": "KOREA, REPUBLIC OF" } } }, "localname": "KR", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "country_MX": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "MEXICO", "terseLabel": "MEXICO" } } }, "localname": "MX", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "UNITED STATES", "terseLabel": "UNITED STATES" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "If the value is true, then the document is an amendment to previously-filed/accepted document.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word \"Other\".", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r647" ], "lang": { "en-US": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate \"Yes\" or \"No\" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityFilerCategory": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r647" ], "lang": { "en-US": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate \"Yes\" or \"No\" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate \"Yes\" or \"No\" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2014-01-31", "presentation": [ "http://www.yum.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "invest_DerivativeNotionalAmount": { "auth_ref": [ "r649" ], "lang": { "en-US": { "role": { "documentation": "Aggregate notional amount specified by the derivative(s). Expressed as an absolute value.", "label": "Derivative, Notional Amount", "terseLabel": "Derivative, Notional Amount" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://xbrl.sec.gov/invest/2013-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "invest_InvestmentAxis": { "auth_ref": [ "r648" ], "lang": { "en-US": { "role": { "documentation": "A categorization of investments (securities, debt instruments, other instruments).", "label": "Investment [Axis]", "terseLabel": "Investment [Axis]" } } }, "localname": "InvestmentAxis", "nsuri": "http://xbrl.sec.gov/invest/2013-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "invest_InvestmentDomain": { "auth_ref": [ "r648" ], "lang": { "en-US": { "role": { "documentation": "A categorization of investments (securities, debt instruments, other instruments).", "label": "Investment [Domain]", "terseLabel": "Investment [Domain]" } } }, "localname": "InvestmentDomain", "nsuri": "http://xbrl.sec.gov/invest/2013-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdate201409Member": { "auth_ref": [ "r318" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2014-09 Revenue from Contracts with Customers (Topic 606).", "label": "Accounting Standards Update 2014-09 [Member]", "terseLabel": "Accounting Standards Update 2014-09 [Member]" } } }, "localname": "AccountingStandardsUpdate201409Member", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingStandardsUpdate201609Member": { "auth_ref": [ "r410", "r411", "r412", "r413", "r414", "r415", "r416", "r417", "r418", "r419" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.", "label": "Accounting Standards Update 2016-09 [Member]", "terseLabel": "Accounting Standards Update 2016-09 [Member]" } } }, "localname": "AccountingStandardsUpdate201609Member", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsNotesAndLoansReceivableNetCurrent": { "auth_ref": [ "r93" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate of amounts due from customers or clients, within one year of the balance sheet date (or one operating cycle, if longer), for goods or services that have been delivered or sold in the normal course of business and an amount representing an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date within one year of the balance sheet, reduced to their estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection and net of any write-downs taken for collection uncertainty on the part of the holder, respectively.", "label": "Accounts, Notes, Loans and Financing Receivable, Net, Current", "terseLabel": "Accounts and notes receivable, net", "totalLabel": "Accounts and notes receivable, net" } } }, "localname": "AccountsNotesAndLoansReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsNotesAndLoansReceivableNetCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract]", "terseLabel": "Accounts and notes receivable [Abstract]" } } }, "localname": "AccountsNotesAndLoansReceivableNetCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsNotesLoansAndFinancingReceivableGrossAllowanceAndNetAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]", "terseLabel": "Receivables [Abstract]" } } }, "localname": "AccountsNotesLoansAndFinancingReceivableGrossAllowanceAndNetAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r80" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts Payable and Accrued Liabilities, Current", "terseLabel": "Accounts payable and other current liabilities", "totalLabel": "Accounts payable and other current liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounts Payable and Accrued Liabilities, Current [Abstract]", "terseLabel": "Accounts Payable and Other Current Liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing accounts payable and accrued liabilities.", "label": "Accounts Payable and Accrued Liabilities [Member]", "terseLabel": "Accounts Payable and Accrued Liabilities [Member]" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r77" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrent": { "auth_ref": [ "r36", "r83", "r424" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 5.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrual for Taxes Other than Income Taxes, Current", "terseLabel": "Accrued taxes, other than income taxes" } } }, "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r53", "r582", "r608" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Income taxes payable" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember": { "auth_ref": [ "r109", "r116", "r357", "r490" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive (income) loss related to defined benefit plans attributable to the parent.", "label": "Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]", "terseLabel": "Pension and Post-Retirement Benefit Plan Losses" } } }, "localname": "AccumulatedDefinedBenefitPlansAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r73", "r264" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember": { "auth_ref": [ "r107", "r116", "r490" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges, attributable to the parent.", "label": "Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]", "terseLabel": "Net Unrealized Loss on Derivative Instruments" } } }, "localname": "AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentNetOfTax": { "auth_ref": [ "r104", "r113", "r115", "r116", "r544", "r553" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses.", "label": "Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax", "periodEndLabel": "Foreign currency translation adjustment" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r113", "r115", "r116" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "periodEndLabel": "Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance", "periodStartLabel": "Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r112", "r116", "r490" ], "lang": { "en-US": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedTranslationAdjustmentMember": { "auth_ref": [ "r105", "r116", "r490" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to the parent.", "label": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]", "terseLabel": "Translation Adjustment and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature" } } }, "localname": "AccumulatedTranslationAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by new accounting pronouncement.", "label": "Adjustments for New Accounting Pronouncements [Axis]", "terseLabel": "Adjustments for New Accounting Pronouncements [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r166", "r232", "r233" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.", "label": "Advertising Costs, Policy [Policy Text Block]", "terseLabel": "Direct Marketing Costs" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r425" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising Expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r384", "r406", "r421" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.", "label": "Allocated Share-based Compensation Expense", "terseLabel": "Share-based Compensation Expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForNotesAndLoansReceivableCurrent": { "auth_ref": [ "r95", "r219" ], "calculation": { "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4": { "order": 2.0, "parentTag": "us-gaap_AccountsNotesAndLoansReceivableNetCurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "A valuation allowance relating to a written agreement to receive money (at a specified future date(s) within one year from the reporting date (or the normal operating cycle, whichever is longer), consisting of principal as well as any accrued interest) for the portion that is expected to be uncollectible.", "label": "Allowance for Notes, Loans and Financing Receivable, Current", "negatedTerseLabel": "Allowance for doubtful accounts" } } }, "localname": "AllowanceForNotesAndLoansReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r154", "r245", "r252" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Definite-lived intangible assets, amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r193" ], "lang": { "en-US": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/EarningsPerCommonShareEpsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AssetImpairmentCharges": { "auth_ref": [ "r154", "r259" ], "calculation": { "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails": { "order": 2.0, "parentTag": "yum_ClosuresAndImpairmentExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.", "label": "Asset Impairment Charges", "terseLabel": "Asset Impairment Charges" } } }, "localname": "AssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r580", "r607" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "terseLabel": "Total Assets", "verboseLabel": "Total assets classified as discontinued operations" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r31", "r32", "r99" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total Current Assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current Assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosureRecurring": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This element represents the aggregate of the assets reported on the balance sheet at period end measured at fair value on a recurring basis by the entity. This element is intended to be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements.", "label": "Assets, Fair Value Disclosure, Recurring", "terseLabel": "Assets, Fair Value Disclosure, Recurring" } } }, "localname": "AssetsFairValueDisclosureRecurring", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsHeldUnderCapitalLeasesMember": { "auth_ref": [ "r569" ], "lang": { "en-US": { "role": { "documentation": "Long lived property, plant or equipment assets held by a lessee through a capital lease arrangement.", "label": "Assets Held under Capital Leases [Member]", "terseLabel": "Capital leases, primarily buildings" } } }, "localname": "AssetsHeldUnderCapitalLeasesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AssetsNoncurrent": { "auth_ref": [ "r42", "r43", "r44", "r45", "r46", "r47", "r48", "r49" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.", "label": "Assets, Noncurrent", "verboseLabel": "Noncurrent assets of discontinued operations" } } }, "localname": "AssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent": { "auth_ref": [ "r2", "r3", "r21", "r261", "r269" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "yum_PrepaidExpensesAndOtherCurrentAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.", "label": "Disposal Group, Including Discontinued Operation, Assets, Current", "terseLabel": "Assets held for sale" } } }, "localname": "AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsTotalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Total assets, when it serves as a benchmark in a concentration of risk calculation, representing the sum of all reported assets as of the balance sheet date.", "label": "Assets, Total [Member]", "terseLabel": "Assets, Total [Member]" } } }, "localname": "AssetsTotalMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r386", "r408" ], "lang": { "en-US": { "role": { "documentation": "Information by award type pertaining to equity-based compensation.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r507", "r511" ], "lang": { "en-US": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BaseRateMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Minimum rate investor will accept.", "label": "Base Rate [Member]", "terseLabel": "Base Rate [Member]" } } }, "localname": "BaseRateMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BuildingAndBuildingImprovementsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities and any addition, improvement, or renovation to the structure, for example, but not limited to, interior masonry, interior flooring, electrical, and plumbing.", "label": "Building and Building Improvements [Member]", "terseLabel": "Buildings and improvements" } } }, "localname": "BuildingAndBuildingImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessCombinationDescriptionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combination, Description [Abstract]", "terseLabel": "Business Combination" } } }, "localname": "BusinessCombinationDescriptionAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessExitCosts1": { "auth_ref": [ "r154", "r274", "r275", "r276" ], "calculation": { "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails": { "order": 1.0, "parentTag": "yum_ClosuresAndImpairmentExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Includes, but is not limited to, one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, and termination benefits associated with an ongoing benefit arrangement. Excludes expenses associated with special or contractual termination benefits, a discontinued operation or an asset retirement obligation.", "label": "Business Exit Costs", "terseLabel": "Store closure (income) costs(a)" } } }, "localname": "BusinessExitCosts1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeaseObligations": { "auth_ref": [ "r54", "r570", "r610" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal through the balance sheet date.", "label": "Capital Lease Obligations", "verboseLabel": "Capital Lease Obligations Excluded from Annual Maturities" } } }, "localname": "CapitalLeaseObligations", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeaseObligationsIncurred": { "auth_ref": [ "r161", "r162" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase during the period in capital lease obligations due to entering into new capital leases.", "label": "Capital Lease Obligations Incurred", "terseLabel": "Capital lease obligations incurred" } } }, "localname": "CapitalLeaseObligationsIncurred", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeaseObligationsNoncurrent": { "auth_ref": [ "r89", "r568", "r570" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid more than one year (or one operating cycle, if longer) after the balance sheet date.", "label": "Capital Lease Obligations, Noncurrent", "terseLabel": "Capital Lease Obligations, Noncurrent" } } }, "localname": "CapitalLeaseObligationsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDue": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases.", "label": "Capital Leases, Future Minimum Payments Due", "totalLabel": "Capital leases, total future minimum commitments" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]", "terseLabel": "Capital leases, future minimum commitments [Abstract]" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueCurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 1.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due, Next Twelve Months", "verboseLabel": "2016" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInFiveYears": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 5.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Five Years", "verboseLabel": "2020" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInFiveYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInFourYears": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 4.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Four Years", "verboseLabel": "2019" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInFourYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInThreeYears": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 3.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Three Years", "verboseLabel": "2018" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInThreeYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInTwoYears": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 2.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Two Years", "verboseLabel": "2017" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInTwoYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueThereafter": { "auth_ref": [ "r570" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 6.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due Thereafter", "terseLabel": "Thereafter" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueThereafter", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments": { "auth_ref": [ "r570" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of minimum lease payments for capital leases net of executory costs, including amounts paid by the lessee to the lessor for insurance, maintenance and taxes.", "label": "Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments", "terseLabel": "Present value of minimum payments under capital leases" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases.", "label": "Capital Leases, Future Minimum Payments Receivable", "totalLabel": "Direct financing leases, total lease receivables" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract]", "terseLabel": "Direct financing leases, lease receivables [Abstract]" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableCurrent": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 1.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Receivable, Next Twelve Months", "verboseLabel": "2016" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableDueThereafter": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 6.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments, Receivable Thereafter", "terseLabel": "Thereafter" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableDueThereafter", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableInFiveYears": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 5.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments, Receivable in Five Years", "verboseLabel": "2020" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableInFiveYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableInFourYears": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 4.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments, Receivable in Four Years", "verboseLabel": "2019" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableInFourYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableInThreeYears": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 3.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments, Receivable in Three Years", "verboseLabel": "2018" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableInThreeYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivableInTwoYears": { "auth_ref": [ "r572" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 2.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments to be received by the lessor for capital leases in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments, Receivable in Two Years", "verboseLabel": "2017" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsReceivableInTwoYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesNetInvestmentInDirectFinancingLeasesDeferredIncome": { "auth_ref": [ "r571" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The remaining (unamortized) difference between the gross investment in a direct financing lease and the cost or carrying amount, if different, of the leased property as of the balance sheet date.", "label": "Capital Leases, Net Investment in Direct Financing Leases, Deferred Income", "terseLabel": "Unearned income associated with direct financing lease receivables" } } }, "localname": "CapitalLeasesNetInvestmentInDirectFinancingLeasesDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r28", "r69", "r156" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents", "verboseLabel": "Cash and Cash Equivalents, at Carrying Value" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r41", "r159", "r166", "r215" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashEquivalentsMember": { "auth_ref": [ "r41" ], "lang": { "en-US": { "role": { "documentation": "Short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash Equivalents [Member]", "terseLabel": "Cash Equivalents [Member]" } } }, "localname": "CashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashFlowHedgeGainLossToBeReclassifiedWithinTwelveMonths": { "auth_ref": [ "r523" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The estimated net amount of existing gains or losses on cash flow hedges at the reporting date expected to be reclassified to earnings within the next 12 months.", "label": "Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months", "terseLabel": "Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months" } } }, "localname": "CashFlowHedgeGainLossToBeReclassifiedWithinTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowHedgingMember": { "auth_ref": [ "r503" ], "lang": { "en-US": { "role": { "documentation": "Hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk.", "label": "Cash Flow Hedging [Member]", "terseLabel": "Cash Flow Hedging [Member]" } } }, "localname": "CashFlowHedgingMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Significant Non-Cash Investing and Financing Activities:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashFlowSupplementalDisclosuresTextBlock": { "auth_ref": [ "r164" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Cash Flow, Supplemental Disclosures [Text Block]", "terseLabel": "Supplemental Cash Flow Data" } } }, "localname": "CashFlowSupplementalDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowData" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashMember": { "auth_ref": [ "r41" ], "lang": { "en-US": { "role": { "documentation": "Currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits.", "label": "Cash [Member]", "terseLabel": "Cash [Member]" } } }, "localname": "CashMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r277", "r286" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/Contingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r310" ], "lang": { "en-US": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "terseLabel": "Dividends Declared Per Common Share (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockNoParValue": { "auth_ref": [ "r60" ], "lang": { "en-US": { "role": { "documentation": "Face amount per share of no-par value common stock.", "label": "Common Stock, No Par Value", "verboseLabel": "Common Stock, par value" } } }, "localname": "CommonStockNoParValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r60" ], "lang": { "en-US": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common Stock, shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r60" ], "lang": { "en-US": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common Stock, shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r60" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock, no par value, 750 shares authorized; 332 shares and 355 shares issued in 2017 and 2016, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_CompensationRelatedCostsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Compensation Related Costs [Abstract]" } } }, "localname": "CompensationRelatedCostsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Components of Deferred Tax Assets and Liabilities [Abstract]", "terseLabel": "Net deferred tax assets (liabilities) [Abstract]" } } }, "localname": "ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Details of income tax provision (benefit) [Abstract]" } } }, "localname": "ComponentsOfIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r121" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "terseLabel": "Comprehensive Income - Yum! Brands, Inc." } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r482", "r493" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive income - including noncontrolling interests" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConsolidationItemsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by components, eliminations, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConsolidationItemsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components, elimination, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangesNetAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Net [Abstract]", "terseLabel": "Consolidation [Abstract]" } } }, "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r166", "r486", "r495", "r497" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation and Basis of Preparation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionPayableCurrent": { "auth_ref": [ "r77" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for the acquisition of merchandise, materials, supplies and services pertaining to construction projects such as a housing development or factory expansion not classified as trade payables. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Construction Payable, Current", "terseLabel": "Accrued capital expenditures" } } }, "localname": "ConstructionPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CorporateAndOtherMember": { "auth_ref": [ "r202" ], "lang": { "en-US": { "role": { "documentation": "Component of an entity that provides financial and operational oversight and administrative support for other segments and other segments not separately reported due to size or nature of business activities. Excludes intersegment elimination and reconciling items.", "label": "Corporate and Other [Member]", "terseLabel": "Corporate and Other [Member]" } } }, "localname": "CorporateAndOtherMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsSold": { "auth_ref": [ "r133" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total costs related to goods produced and sold during the reporting period.", "label": "Cost of Goods Sold", "negatedLabel": "Company restaurant expenses", "terseLabel": "Occupancy and other operating expenses", "totalLabel": "Company restaurant expenses" } } }, "localname": "CostOfGoodsSold", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsSoldAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Cost of Goods Sold [Abstract]", "terseLabel": "Company restaurants" } } }, "localname": "CostOfGoodsSoldAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome" ], "xbrltype": "stringItemType" }, "us-gaap_CostOfGoodsSoldDirectLabor": { "auth_ref": [ "r133" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 2.0, "parentTag": "us-gaap_CostOfGoodsSold", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Payroll costs incurred (including equity-based compensation) that are directly related to goods produced and sold during the reporting period.", "label": "Cost of Goods Sold, Direct Labor", "terseLabel": "Payroll and employee benefits" } } }, "localname": "CostOfGoodsSoldDirectLabor", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsSoldDirectMaterials": { "auth_ref": [ "r133" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 1.0, "parentTag": "us-gaap_CostOfGoodsSold", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cost of materials used in goods produced and sold during the reporting period.", "label": "Cost of Goods Sold, Direct Materials", "terseLabel": "Food and paper" } } }, "localname": "CostOfGoodsSoldDirectMaterials", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsSoldOverhead": { "auth_ref": [ "r133" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 3.0, "parentTag": "us-gaap_CostOfGoodsSold", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Indirect expenses and cost incurred associated with goods produced and sold during the reporting period.", "label": "Cost of Goods Sold, Overhead", "terseLabel": "Occupancy and other operating expenses" } } }, "localname": "CostOfGoodsSoldOverhead", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "Costs and Expenses, Net" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r170", "r463", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Current: Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r176", "r466" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Current: Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r170", "r463", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 11.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Total current income tax provision (benefit)" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r170", "r463", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "Current: State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r299" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Short-term Borrowings and Long-term Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r51", "r53", "r54", "r581", "r584", "r603" ], "lang": { "en-US": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Debt Instrument, Basis Spread on Variable Rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r54", "r584", "r603" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "totalLabel": "Total" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentCovenantCompliance": { "auth_ref": [ "r54", "r599" ], "lang": { "en-US": { "role": { "documentation": "States whether the entity was in compliance with the debt covenants throughout the reporting period, and describes facts and circumstances of any compliance failure.", "label": "Debt Instrument, Covenant Compliance", "terseLabel": "Debt Instrument, Covenant Compliance" } } }, "localname": "DebtInstrumentCovenantCompliance", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCovenantDescription": { "auth_ref": [ "r54", "r599" ], "lang": { "en-US": { "role": { "documentation": "Description of minimum financial levels (for example, tangible net worth and working capital) and achievement of certain financial ratios (for example, working capital ratio and debt service coverage ratio), and adherence to certain clauses which generally require or restrict certain actions (for example, entering into a debt arrangement with equal or greater seniority, and selling or discontinuing a certain business segment or material subsidiary) to be in compliance with the covenant clauses of the debt agreement. May also include a discussion of the adverse consequences that would result if the entity violates or fails to satisfy the covenants.", "label": "Debt Instrument, Covenant Description", "terseLabel": "Debt Instrument, Covenant Description" } } }, "localname": "DebtInstrumentCovenantDescription", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentDescriptionOfVariableRateBasis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The reference rate for the variable rate of the debt instrument, such as LIBOR or the US Treasury rate and the maturity of the reference rate used, such as three months or six months LIBOR.", "label": "Debt Instrument, Description of Variable Rate Basis", "terseLabel": "Debt instrument, description of variable rate basis" } } }, "localname": "DebtInstrumentDescriptionOfVariableRateBasis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r556", "r558" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "verboseLabel": "Principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFrequencyOfPeriodicPayment": { "auth_ref": [ "r89", "r598" ], "lang": { "en-US": { "role": { "documentation": "Description of the frequency of periodic payments (monthly, quarterly, annual).", "label": "Debt Instrument, Frequency of Periodic Payment", "terseLabel": "Frequency of interest payments" } } }, "localname": "DebtInstrumentFrequencyOfPeriodicPayment", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r85", "r556" ], "lang": { "en-US": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Interest rate, effective (in hundredths)" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r85" ], "lang": { "en-US": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate, stated (in hundredths)" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentIssuanceDate1": { "auth_ref": [ "r88" ], "lang": { "en-US": { "role": { "documentation": "Date the debt instrument was issued, in CCYY-MM-DD format.", "label": "Debt Instrument, Issuance Date", "terseLabel": "Issuance date" } } }, "localname": "DebtInstrumentIssuanceDate1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "dateItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentMaturityDate": { "auth_ref": [ "r86" ], "lang": { "en-US": { "role": { "documentation": "Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.", "label": "Debt Instrument, Maturity Date", "terseLabel": "Maturity date" } } }, "localname": "DebtInstrumentMaturityDate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "dateItemType" }, "us-gaap_DebtInstrumentMaturityDateRangeEnd1": { "auth_ref": [ "r86" ], "lang": { "en-US": { "role": { "documentation": "Latest date the outstanding debt instruments are required to be repaid, in CCYY-MM-DD format.", "label": "Debt Instrument, Maturity Date Range, End", "terseLabel": "Debt Instrument, Maturity Date Range, End" } } }, "localname": "DebtInstrumentMaturityDateRangeEnd1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "dateItemType" }, "us-gaap_DebtInstrumentMaturityDateRangeStart1": { "auth_ref": [ "r86" ], "lang": { "en-US": { "role": { "documentation": "Earliest date the outstanding debt instruments are required to be repaid, in CCYY-MM-DD format.", "label": "Debt Instrument, Maturity Date Range, Start", "terseLabel": "Debt Instrument, Maturity Date Range, Start" } } }, "localname": "DebtInstrumentMaturityDateRangeStart1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "dateItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r89" ], "lang": { "en-US": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentPaymentTerms": { "auth_ref": [ "r87", "r598" ], "lang": { "en-US": { "role": { "documentation": "Description of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment.", "label": "Debt Instrument, Payment Terms", "terseLabel": "Debt Instrument, Payment Terms" } } }, "localname": "DebtInstrumentPaymentTerms", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r89", "r172", "r306", "r307", "r308", "r309", "r555", "r556", "r558", "r600" ], "lang": { "en-US": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "stringItemType" }, "us-gaap_DefaultLongtermDebtDescriptionOfViolationOrEventOfDefault": { "auth_ref": [ "r171", "r295" ], "lang": { "en-US": { "role": { "documentation": "Discussion of the facts and amounts pertaining to each failure to comply with an affirmative or negative covenant of a long-term debt instrument, including violating payment terms or an inability to meet certain minimum financial requirements or achieve or maintain certain financial ratios. The discussion would generally be expected to also include whether or not the failure can and will be overcome and a description of the terms of any waivers, including the amount of the waiver and the period of time covered by the waiver, and if reclassification of long-term debt to current has been made in the current balance sheet.", "label": "Debt Instrument, Debt Default, Description of Violation or Event of Default", "terseLabel": "Debt Instrument, Debt Default, Description of Violation or Event of Default" } } }, "localname": "DefaultLongtermDebtDescriptionOfViolationOrEventOfDefault", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredCompensationArrangementWithIndividualCompensationExpense": { "auth_ref": [ "r321", "r384" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The compensation expense recognized during the period pertaining to the deferred compensation arrangement.", "label": "Deferred Compensation Arrangement with Individual, Compensation Expense", "terseLabel": "EID compensation expense not share-based" } } }, "localname": "DeferredCompensationArrangementWithIndividualCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationArrangementWithIndividualPostretirementBenefitsByTypeOfDeferredCompensationAxis": { "auth_ref": [ "r320", "r321", "r322" ], "lang": { "en-US": { "role": { "documentation": "Information by type of deferred compensation related to other postretirement benefit arrangements that are not equivalent to a defined benefit other postretirement benefit plan. Includes, but is not limited to, employment contracts with one or more selected officers or key employees. Excludes equity-based compensation plans, defined benefit pension plans and defined benefit other postretirement benefit plans.", "label": "Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Axis]", "terseLabel": "Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Axis]" } } }, "localname": "DeferredCompensationArrangementWithIndividualPostretirementBenefitsByTypeOfDeferredCompensationAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock": { "auth_ref": [ "r74" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.", "label": "Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]", "terseLabel": "Prepaid Expenses and Other Current Assets" } } }, "localname": "DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r170", "r465", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Deferred: Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsCurrentNet": { "auth_ref": [ "r98", "r557" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs classified as current. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Current, Net", "negatedTerseLabel": "Debt Issuance Costs, Current, Net" } } }, "localname": "DeferredFinanceCostsCurrentNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsGross": { "auth_ref": [ "r557" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Gross", "terseLabel": "Debt Issuance Costs, Gross" } } }, "localname": "DeferredFinanceCostsGross", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsNet": { "auth_ref": [ "r74", "r557" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Net", "terseLabel": "Debt Issuance Costs, Net" } } }, "localname": "DeferredFinanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsNoncurrentNet": { "auth_ref": [ "r74", "r557" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs classified as noncurrent. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Noncurrent, Net", "negatedTerseLabel": "Debt Issuance Costs, Noncurrent, Net" } } }, "localname": "DeferredFinanceCostsNoncurrentNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r170", "r465", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Deferred: Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r154", "r170", "r465", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 12.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred income taxes", "totalLabel": "Total deferred income tax provision (benefit)" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r57", "r58", "r454", "r583", "r602" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Gross deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r170", "r465", "r469" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "Deferred: State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetDomain": { "auth_ref": [ "r457" ], "lang": { "en-US": { "role": { "documentation": "Identification of the deferred tax asset for which a valuation reserve exists.", "label": "Deferred Tax Asset [Domain]", "terseLabel": "Deferred Tax Asset [Domain]" } } }, "localname": "DeferredTaxAssetDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredTaxAssetsCapitalLossCarryforwards": { "auth_ref": [ "r429", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible capital loss carryforwards.", "label": "Deferred Tax Assets, Capital Loss Carryforwards", "terseLabel": "Deferred Tax Assets, Capital Loss Carryforwards" } } }, "localname": "DeferredTaxAssetsCapitalLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r455" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Gross deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r458" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.yum.com/role/IncomeTaxesDetails2Calc2": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax assets (liabilities)" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNetAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Deferred Tax Assets, Net, Classification [Abstract]", "terseLabel": "Reported in Consolidated Balance Sheets as:" } } }, "localname": "DeferredTaxAssetsLiabilitiesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNetNoncurrent": { "auth_ref": [ "r435", "r437", "r458" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting and classified as noncurrent.", "label": "Deferred Tax Assets, Net, Noncurrent", "terseLabel": "Deferred Tax Assets, Net, Noncurrent" } } }, "localname": "DeferredTaxAssetsLiabilitiesNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r456" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetCurrent": { "auth_ref": [ "r435", "r436", "r437", "r438", "r455" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2Calc2": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards classified as current.", "label": "Deferred Tax Assets, Net of Valuation Allowance, Current", "terseLabel": "Deferred Tax Assets, Net of Valuation Allowance, Current" } } }, "localname": "DeferredTaxAssetsNetCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetNoncurrent": { "auth_ref": [ "r435", "r436", "r437", "r438", "r455" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards classified as noncurrent.", "label": "Deferred Tax Assets, Net of Valuation Allowance, Noncurrent", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredTaxAssetsNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsPropertyPlantAndEquipment": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from property, plant, and equipment.", "label": "Deferred Tax Assets, Property, Plant and Equipment", "terseLabel": "Deferred Tax Assets, Property, Plant and Equipment" } } }, "localname": "DeferredTaxAssetsPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsForeign": { "auth_ref": [ "r459", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 10.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible foreign tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Foreign", "terseLabel": "Deferred Tax Assets, Tax Credit Carryforwards, Foreign" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwardsForeign", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsEmployeeBenefits": { "auth_ref": [ "r428", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences from employee benefits, classified as other.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits", "terseLabel": "Employee benefits" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsEmployeeBenefits", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r428", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Share-based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "auth_ref": [ "r428", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "terseLabel": "Various liabilities" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent": { "auth_ref": [ "r428", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred rent.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent", "terseLabel": "Lease related liabilities" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsSelfInsurance": { "auth_ref": [ "r428", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from estimated losses under self insurance.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Self Insurance", "terseLabel": "Self-insured casualty claims" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsSelfInsurance", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r457" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Deferred tax asset valuation allowances" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssets": { "auth_ref": [ "r429", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Liabilities, Goodwill and Intangible Assets", "negatedLabel": "Intangible assets, including goodwill" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGrossCurrent": { "auth_ref": [ "r435", "r458" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as current.", "label": "Deferred Tax Liabilities, Gross, Current", "terseLabel": "Deferred Tax Liabilities, Gross, Current" } } }, "localname": "DeferredTaxLiabilitiesGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesNoncurrent": { "auth_ref": [ "r435", "r437", "r438" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2Calc2": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences, with jurisdictional netting and classified as noncurrent.", "label": "Deferred Tax Liabilities, Net, Noncurrent", "negatedTerseLabel": "Other liabilities and deferred credits" } } }, "localname": "DeferredTaxLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r429", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 4.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r429", "r461", "r462" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedLabel": "Property, plant and equipment" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilityNotRecognizedAmountOfUnrecognizedDeferredTaxLiabilityUndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r472" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability not recognized because of the exceptions to comprehensive recognition of deferred taxes related to undistributed earnings of foreign subsidiaries.", "label": "Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Deferred Tax Liability Not Recognized, Cumulative Amount of Temporary Differences" } } }, "localname": "DeferredTaxLiabilityNotRecognizedAmountOfUnrecognizedDeferredTaxLiabilityUndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedBenefitObligation": { "auth_ref": [ "r346" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to employee service rendered, excluding assumptions about future compensation level.", "label": "Defined Benefit Plan, Accumulated Benefit Obligation", "terseLabel": "Accumulated benefit obligation" } } }, "localname": "DefinedBenefitPlanAccumulatedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax": { "auth_ref": [ "r110", "r116" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive (income) loss for defined benefit plan, that has not been recognized in net periodic benefit cost (credit).", "label": "Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax", "periodEndLabel": "End of year", "periodStartLabel": "Beginning of year", "totalLabel": "Amounts recognized as a loss in Accumulated Other Comprehensive Income" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTaxAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract]", "terseLabel": "Amounts recognized as a loss in Accumulated Other Comprehensive Income:" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTaxAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesBeforeTax": { "auth_ref": [ "r116", "r357" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax", "negatedLabel": "Actuarial net gain" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax": { "auth_ref": [ "r116", "r357" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive (income) loss for cost (credit) of benefit change attributable to participants' prior service from plan amendment or plan initiation of defined benefit plan, that has not been recognized in net periodic benefit cost (credit).", "label": "Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax", "verboseLabel": "Prior service cost" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActualReturnOnPlanAssets": { "auth_ref": [ "r335" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in plan assets of defined benefit plan from actual return (loss) determined by change in fair value of plan assets adjusted for contributions, benefit payments, and other expenses.", "label": "Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)", "terseLabel": "Actual return on plan assets" } } }, "localname": "DefinedBenefitPlanActualReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActuarialGainLoss": { "auth_ref": [ "r331" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) from change in actuarial assumptions which (increases) decreases benefit obligation of defined benefit plan. Assumptions include, but are not limited to, interest, mortality, employee turnover, salary, and temporary deviation from substantive plan.", "label": "Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss)", "negatedTerseLabel": "Actuarial (gain) loss" } } }, "localname": "DefinedBenefitPlanActuarialGainLoss", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAdministrationExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of administration expense of defined benefit plan which decreases plan assets. Excludes plan administration expense paid by employer.", "label": "Defined Benefit Plan, Plan Assets, Administration Expense", "negatedTerseLabel": "Defined Benefit Plan, Plan Assets, Administration Expense" } } }, "localname": "DefinedBenefitPlanAdministrationExpenses", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfGainsLosses": { "auth_ref": [ "r353" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 5.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Gain (Loss)", "negatedLabel": "Amortization of net loss", "negatedTerseLabel": "Defined Benefit Plan, Amortization of Gain (Loss)" } } }, "localname": "DefinedBenefitPlanAmortizationOfGainsLosses", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfPriorServiceCostCredit": { "auth_ref": [ "r354" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 3.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of prior service cost (credit) recognized in net periodic benefit cost (credit) of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Prior Service Cost (Credit)", "terseLabel": "Amortization of prior service cost", "verboseLabel": "Defined Benefit Plan, Amortization of Prior Service Cost (Credit)" } } }, "localname": "DefinedBenefitPlanAmortizationOfPriorServiceCostCredit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountAndTimingOfAssetsExpectedToBeReturnedToEmployerDuringFollowing12MonthPeriod": { "auth_ref": [ "r366" ], "lang": { "en-US": { "role": { "documentation": "Description of plan assets expected to be returned to employer during 12-month period, or operating cycle, if longer, following latest fiscal year.", "label": "Defined Benefit Plan, Assets Expected to be Returned to Employer, Description", "terseLabel": "Defined Benefit Plan, Assets Expected to be Returned to Employer, Description" } } }, "localname": "DefinedBenefitPlanAmountAndTimingOfAssetsExpectedToBeReturnedToEmployerDuringFollowing12MonthPeriod", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAmountOfEmployerAndRelatedPartySecuritiesIncludedInPlanAssets": { "auth_ref": [ "r364" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of employer securities or securities of parties related to the employer that are included in plan assets.", "label": "Defined Benefit Plan, Amount of Employer and Related Party Securities Included in Plan Assets", "terseLabel": "Value of mutual fund held as an investment that includes YUM stock" } } }, "localname": "DefinedBenefitPlanAmountOfEmployerAndRelatedPartySecuritiesIncludedInPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet": { "auth_ref": [ "r325", "r339" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset (liability), recognized in statement of financial position, for defined benefit pension and other postretirement plans.", "label": "Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position", "totalLabel": "Accrued benefit amounts recognized" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheetAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]", "terseLabel": "Amounts recognized in the Consolidated Balance Sheet:" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInBalanceSheetAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAmountsThatWillBeAmortizedFromAccumulatedOtherComprehensiveIncomeLossInNextFiscalYearAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Expected Amortization, Next Fiscal Year [Abstract]", "terseLabel": "Amounts that will be amortized from accumulated other comprehensive loss in next fiscal year [Abstract]" } } }, "localname": "DefinedBenefitPlanAmountsThatWillBeAmortizedFromAccumulatedOtherComprehensiveIncomeLossInNextFiscalYearAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAssumedHealthCareCostTrendRatesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]", "terseLabel": "Assumed health care cost trend rates [Abstract]" } } }, "localname": "DefinedBenefitPlanAssumedHealthCareCostTrendRatesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate": { "auth_ref": [ "r359" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine benefit obligation of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate", "terseLabel": "Discount rate (in hundredths)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationRateOfCompensationIncrease": { "auth_ref": [ "r360" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate increase of compensation, used to determine benefit obligation of defined benefit plan. Plan includes, but is not limited to, pay-related defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase", "terseLabel": "Rate of compensation increase (in hundredths)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationRateOfCompensationIncrease", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate": { "auth_ref": [ "r359" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine net periodic benefit cost of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate", "terseLabel": "Discount rate (in hundredths)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets": { "auth_ref": [ "r361" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate of return on plan assets, reflecting average rate of earnings expected on existing plan assets and expected contributions, used to determine net periodic benefit cost of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets", "terseLabel": "Long-term rate return on plan assets (in hundredths)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease": { "auth_ref": [ "r360" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate of compensation increase used to determine net periodic benefit cost of defined benefit plan. Plan includes, but is not limited to, pay-related defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase", "terseLabel": "Rate of compensation increase (in hundredths)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligation": { "auth_ref": [ "r327" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanFundedStatusOfPlan", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Benefit Obligation", "periodEndLabel": "Benefit obligation at end of year", "periodStartLabel": "Benefit obligation at beginning of year" } } }, "localname": "DefinedBenefitPlanBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligationBenefitsPaid": { "auth_ref": [ "r332", "r379" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment to participant of defined benefit plan which decreases benefit obligation. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Benefit Obligation, Benefits Paid", "terseLabel": "Defined Benefit Plan, Benefit Obligation, Benefits Paid" } } }, "localname": "DefinedBenefitPlanBenefitObligationBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanByPlanAssetCategoriesAxis": { "auth_ref": [ "r345", "r374" ], "lang": { "en-US": { "role": { "documentation": "Information by category of defined benefit plan assets.", "label": "Defined Benefit Plan, Asset Categories [Axis]", "terseLabel": "Defined Benefit Plan by Plan Asset Categories [Axis]" } } }, "localname": "DefinedBenefitPlanByPlanAssetCategoriesAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInBenefitObligationRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]", "terseLabel": "Change in benefit obligation" } } }, "localname": "DefinedBenefitPlanChangeInBenefitObligationRollForward", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInFairValueOfPlanAssetsRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]", "terseLabel": "Change in plan assets" } } }, "localname": "DefinedBenefitPlanChangeInFairValueOfPlanAssetsRollForward", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanContributionsByEmployer": { "auth_ref": [ "r336", "r342", "r343", "r375" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of contribution received by defined benefit plan from employer which increases plan assets.", "label": "Defined Benefit Plan, Plan Assets, Contributions by Employer", "terseLabel": "Employer contributions" } } }, "localname": "DefinedBenefitPlanContributionsByEmployer", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanCurtailments": { "auth_ref": [ "r329" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of (increase) decrease in benefit obligation of defined benefit plan from event reducing expected years of future service of present employees or eliminating accrual of benefits for some or all future services of present employees.", "label": "Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment", "negatedTerseLabel": "Curtailment" } } }, "localname": "DefinedBenefitPlanCurtailments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanDisclosureLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan Disclosure [Line Items]", "terseLabel": "Defined Benefit Plan Disclosure [Line Items]" } } }, "localname": "DefinedBenefitPlanDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanEffectOfOnePercentagePointChangeInAssumedHealthCareCostTrendRatesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rate [Abstract]", "terseLabel": "Effect of one-percentage point change in assumed health care cost trend rates [Abstract]" } } }, "localname": "DefinedBenefitPlanEffectOfOnePercentagePointChangeInAssumedHealthCareCostTrendRatesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanEffectOfOnePercentagePointDecreaseOnAccumulatedPostretirementBenefitObligation1": { "auth_ref": [ "r363" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in accumulated postretirement benefit obligation from one-percentage-point decrease in assumed health care cost trend rate.", "label": "Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation", "terseLabel": "One percentage-point decrease in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation" } } }, "localname": "DefinedBenefitPlanEffectOfOnePercentagePointDecreaseOnAccumulatedPostretirementBenefitObligation1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanEffectOfOnePercentagePointDecreaseOnServiceAndInterestCostComponents1": { "auth_ref": [ "r363" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in service and interest cost components of net periodic postretirement benefit cost from one-percentage-point decrease in assumed health care cost trend rate.", "label": "Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components", "terseLabel": "One percentage-point decrease in assumed health care cost trend rates, maximum impact to service and interest cost" } } }, "localname": "DefinedBenefitPlanEffectOfOnePercentagePointDecreaseOnServiceAndInterestCostComponents1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanEffectOfOnePercentagePointIncreaseOnAccumulatedPostretirementBenefitObligation": { "auth_ref": [ "r363" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in accumulated postretirement benefit obligation from one-percentage-point increase in assumed health care cost trend rate.", "label": "Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation", "terseLabel": "One percentage-point increase in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation" } } }, "localname": "DefinedBenefitPlanEffectOfOnePercentagePointIncreaseOnAccumulatedPostretirementBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanEffectOfOnePercentagePointIncreaseOnServiceAndInterestCostComponents": { "auth_ref": [ "r363" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in service and interest cost components of net periodic postretirement benefit cost from one-percentage-point increase in assumed health care cost trend rate.", "label": "Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components", "terseLabel": "One percentage-point increase in assumed health care cost trend rates, maximum impact to service and interest cost" } } }, "localname": "DefinedBenefitPlanEffectOfOnePercentagePointIncreaseOnServiceAndInterestCostComponents", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanEstimatedFutureBenefitPaymentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Expected Future Benefit Payment [Abstract]", "terseLabel": "Benefit Payments [Abstract]" } } }, "localname": "DefinedBenefitPlanEstimatedFutureBenefitPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanExpectedAmortizationOfGainLossNextFiscalYear": { "auth_ref": [ "r365" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount included in accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan expected to be recognized in net periodic benefit (cost) credit for fiscal year following most recent annual statement of financial position.", "label": "Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year", "negatedTerseLabel": "Estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year" } } }, "localname": "DefinedBenefitPlanExpectedAmortizationOfGainLossNextFiscalYear", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedAmortizationOfPriorServiceCostCreditNextFiscalYear": { "auth_ref": [ "r365" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount included in accumulated other comprehensive (income) loss for prior service cost (credit) expected to be recognized in net periodic benefit cost (credit) for fiscal year following most recent annual statement of financial position.", "label": "Defined Benefit Plan, Expected Amortization of Prior Service Cost (Credit), Next Fiscal Year", "terseLabel": "Estimated prior service cost that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year" } } }, "localname": "DefinedBenefitPlanExpectedAmortizationOfPriorServiceCostCreditNextFiscalYear", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in five fiscal years after fifth fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter", "terseLabel": "2021 - 2025" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in next fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months", "terseLabel": "2016" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in fifth fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Five", "terseLabel": "2020" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in fourth fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Four", "terseLabel": "2019" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in third fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Three", "terseLabel": "2018" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in second fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Two", "terseLabel": "2017" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear": { "auth_ref": [ "r348" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of contributions expected to be received by defined benefit plan from employer in next fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year", "terseLabel": "Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year" } } }, "localname": "DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedReturnOnPlanAssets": { "auth_ref": [ "r352" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 4.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of expected return (loss) recognized in net periodic benefit (cost) credit, calculated based on expected long-term rate of return and market-related value of plan assets of defined benefit plan.", "label": "Defined Benefit Plan, Expected Return (Loss) on Plan Assets", "negatedLabel": "Expected return on plan assets" } } }, "localname": "DefinedBenefitPlanExpectedReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFairValueOfPlanAssets": { "auth_ref": [ "r334" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanFundedStatusOfPlan", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of assets that have been segregated and restricted to provide pension or postretirement benefits. Assets include, but are not limited to, stocks, bonds, other investments, earnings from investments, and contributions by the employer and employees.", "label": "Defined Benefit Plan, Fair Value of Plan Assets", "periodEndLabel": "Fair value of plan assets at end of year", "periodStartLabel": "Fair value of plan assets at beginning of year", "verboseLabel": "Fair value of plan assets by asset category" } } }, "localname": "DefinedBenefitPlanFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFundedStatusOfPlan": { "auth_ref": [ "r325", "r339" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of funded (unfunded) status of defined benefit plan, measured as difference between fair value of plan assets and benefit obligation. Includes, but is not limited to, overfunded (underfunded) status.", "label": "Defined Benefit Plan, Funded (Unfunded) Status of Plan", "totalLabel": "Funded status at end of year" } } }, "localname": "DefinedBenefitPlanFundedStatusOfPlan", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanHealthCareCostTrendRateAssumedNextFiscalYear": { "auth_ref": [ "r362" ], "lang": { "en-US": { "role": { "documentation": "Assumed rate, for next fiscal year, based on annual change in cost of health care cost benefits used to measure expected cost of benefits covered by defined benefit postretirement plan. Factors include, but are not limited to, estimate of health care inflation, change in health care utilization or delivery pattern, technological advances, and change in health status of participant. Excludes factors for change in composition of plan population by age and dependency status.", "label": "Defined Benefit Plan, Health Care Cost Trend Rate Assumed, Next Fiscal Year", "terseLabel": "Assumed health care cost trend rate (in hundredths)" } } }, "localname": "DefinedBenefitPlanHealthCareCostTrendRateAssumedNextFiscalYear", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanInformationAboutPlanAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Information about Plan Assets [Abstract]", "terseLabel": "Plan Assets [Abstract]" } } }, "localname": "DefinedBenefitPlanInformationAboutPlanAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanInterestCost": { "auth_ref": [ "r330", "r351" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost recognized for passage of time related to defined benefit plan.", "label": "Defined Benefit Plan, Interest Cost", "terseLabel": "Interest cost" } } }, "localname": "DefinedBenefitPlanInterestCost", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost": { "auth_ref": [ "r349" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net periodic benefit cost (credit) for defined benefit plan.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit)", "totalLabel": "Net periodic benefit cost" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCost", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCostAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]", "terseLabel": "Components of net periodic benefit cost:" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCostAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract]", "terseLabel": "Information for pension plans with an accumulated benefit obligation in excess of plan assets:" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateAccumulatedBenefitObligation": { "auth_ref": [ "r370" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated benefit obligation for defined benefit pension plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Accumulated Benefit Obligation", "terseLabel": "Accumulated benefit obligation" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateAccumulatedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateFairValueOfPlanAssets": { "auth_ref": [ "r370" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of plan assets for defined benefit pension plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets", "terseLabel": "Fair value of plan assets" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateProjectedBenefitObligation": { "auth_ref": [ "r376" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of projected benefit obligation for defined benefit pension plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation", "terseLabel": "Projected benefit obligation" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateProjectedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAmendments": { "auth_ref": [ "r333" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in benefit obligation of defined benefit plan from change in terms of existing plan or initiation of new plan.", "label": "Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Plan Amendment", "terseLabel": "Plan amendments" } } }, "localname": "DefinedBenefitPlanPlanAmendments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsBenefitsPaid": { "auth_ref": [ "r337", "r379" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment to participant under defined benefit plan which decreases plan assets. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Plan Assets, Benefits Paid", "terseLabel": "Defined Benefit Plan, Plan Assets, Benefits Paid" } } }, "localname": "DefinedBenefitPlanPlanAssetsBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsTargetAllocationPercentage": { "auth_ref": [ "r341" ], "lang": { "en-US": { "role": { "documentation": "Percentage of target investment allocation to total plan assets. Includes, but is not limited to, percentage on weighted-average basis if more than one plan.", "label": "Defined Benefit Plan, Plan Assets, Target Allocation, Percentage", "terseLabel": "Equity securities, target allocation (in hundredths)" } } }, "localname": "DefinedBenefitPlanPlanAssetsTargetAllocationPercentage", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Plan with Benefit Obligation in Excess of Plan Assets [Abstract]", "terseLabel": "Information for pension plans with a projected benefit obligation in excess of plan assets:" } } }, "localname": "DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAggregateBenefitObligation": { "auth_ref": [ "r369" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefit obligation for defined benefit plan with benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Plan with Benefit Obligation in Excess of Plan Assets, Benefit Obligation", "terseLabel": "Projected benefit obligation" } } }, "localname": "DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAggregateBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAggregateFairValueOfPlanAssets": { "auth_ref": [ "r369" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of plan assets for defined benefit plan with benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Plan with Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets", "terseLabel": "Fair value of plan assets" } } }, "localname": "DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAggregateFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanRecognizedNetGainLossDueToSettlements1": { "auth_ref": [ "r355" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit from irrevocable action relieving primary responsibility for benefit obligation and eliminating risk related to obligation and assets used to effect settlement.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement", "negatedLabel": "Pension settlement charges", "negatedTerseLabel": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement" } } }, "localname": "DefinedBenefitPlanRecognizedNetGainLossDueToSettlements1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanRecognizedNetGainLossDueToSettlementsAndCurtailmentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment [Abstract]", "terseLabel": "Additional loss recognized due to:" } } }, "localname": "DefinedBenefitPlanRecognizedNetGainLossDueToSettlementsAndCurtailmentsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanServiceCost": { "auth_ref": [ "r328", "r350" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost for actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Service Cost", "terseLabel": "Service cost" } } }, "localname": "DefinedBenefitPlanServiceCost", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanSettlementsBenefitObligation": { "auth_ref": [ "r329" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of (increase) decrease to benefit obligation of defined benefit plan from irrevocable action relieving primary responsibility for benefit obligation and eliminating risk for obligation and assets used to effect settlement. Includes, but is not limited to, lump-sum cash payment to participant in exchange for right to receive specified benefits, purchase of nonparticipating annuity contract and change from remeasurement.", "label": "Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement", "negatedLabel": "Settlement payments", "terseLabel": "Deferred vested pension payout" } } }, "localname": "DefinedBenefitPlanSettlementsBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanSettlementsPlanAssets": { "auth_ref": [ "r338", "r342", "r343" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment, which decreases plan assets of defined benefit plan, for irrevocable action relieving primary responsibility for benefit obligation and eliminating risk for obligation and assets used to effect settlement. Transaction constituting settlement includes, but is not limited to, making lump-sum cash payment to participant in exchange for their rights to receive specified benefits and purchasing nonparticipating annuity contract.", "label": "Defined Benefit Plan, Plan Assets, Payment for Settlement", "negatedLabel": "Settlement payments" } } }, "localname": "DefinedBenefitPlanSettlementsPlanAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanSpecialTerminationBenefits": { "auth_ref": [ "r329" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in benefit obligation for benefits provided to employees payable from defined benefit plan or payable upon retirement.", "label": "Defined Benefit Plan, Benefit Obligation, Special and Contractual Termination Benefits", "terseLabel": "Special termination benefits" } } }, "localname": "DefinedBenefitPlanSpecialTerminationBenefits", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanUltimateHealthCareCostTrendRate1": { "auth_ref": [ "r362" ], "lang": { "en-US": { "role": { "documentation": "Ultimate trend rate for health care cost for defined benefit postretirement plan.", "label": "Defined Benefit Plan, Ultimate Health Care Cost Trend Rate", "terseLabel": "Ultimate trend rate (in hundredths)" } } }, "localname": "DefinedBenefitPlanUltimateHealthCareCostTrendRate1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingBenefitObligationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]", "terseLabel": "Weighted-average assumptions used to determine benefit obligations at the measurement dates:" } } }, "localname": "DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingBenefitObligationAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingNetPeriodicBenefitCostAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]", "terseLabel": "Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:" } } }, "localname": "DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingNetPeriodicBenefitCostAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanYearHealthCareCostTrendRateReachesUltimateTrendRate": { "auth_ref": [ "r362" ], "lang": { "en-US": { "role": { "documentation": "Year ultimate health care cost trend rate is expected to be reached, in CCYY format.", "label": "Defined Benefit Plan, Year Health Care Cost Trend Rate Reaches Ultimate Trend Rate", "terseLabel": "Year that rate reaches ultimate trend rate" } } }, "localname": "DefinedBenefitPlanYearHealthCareCostTrendRateReachesUltimateTrendRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "gYearItemType" }, "us-gaap_DefinedContributionPlanCostRecognized": { "auth_ref": [ "r380" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost for defined contribution plan.", "label": "Defined Contribution Plan, Cost" } } }, "localname": "DefinedContributionPlanCostRecognized", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r154", "r262" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r154" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [ "r517" ], "lang": { "en-US": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2", "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeFairValueOfDerivativeLiability": { "auth_ref": [ "r100", "r102", "r509", "r577" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.", "label": "Derivative Liability, Fair Value, Gross Liability", "terseLabel": "Derivative Liability, Fair Value, Gross Liability" } } }, "localname": "DerivativeFairValueOfDerivativeLiability", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFairValueOfDerivativeNet": { "auth_ref": [ "r499", "r500", "r539", "r540" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of the assets less the liabilities of a derivative or group of derivatives.", "label": "Derivative, Fair Value, Net", "terseLabel": "Derivative, Fair Value, Net" } } }, "localname": "DerivativeFairValueOfDerivativeNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFixedInterestRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fixed interest rate related to the interest rate derivative.", "label": "Derivative, Fixed Interest Rate", "terseLabel": "Derivative, Fixed Interest Rate" } } }, "localname": "DerivativeFixedInterestRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r508", "r510", "r515", "r517" ], "lang": { "en-US": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2", "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgesNoncurrent": { "auth_ref": [ "r74" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of the assets arising from derivative contracts and hedging activities, which are expected to be converted into cash or otherwise disposed of after a year or beyond the normal operating cycle, if longer.", "label": "Derivative Instruments and Hedges, Noncurrent", "negatedTerseLabel": "Derivative Instruments and Hedges, Noncurrent" } } }, "localname": "DerivativeInstrumentsAndHedgesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r524" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosure [Text Block]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsNotes" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis": { "auth_ref": [ "r504", "r508", "r515" ], "lang": { "en-US": { "role": { "documentation": "Information by type of hedging relationship.", "label": "Hedging Relationship [Axis]", "terseLabel": "Hedging Relationship [Axis]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable": { "auth_ref": [ "r504", "r508", "r515", "r517", "r518", "r520", "r521" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) [Table]", "terseLabel": "Derivative Instruments, Gain (Loss) [Table]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative Instruments, Gain (Loss) [Line Items]", "terseLabel": "Derivative Instruments, Gain (Loss) [Line Items]" } } }, "localname": "DerivativeInstrumentsGainLossLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossReclassifiedFromAccumulatedOCIIntoIncomeEffectivePortionNet": { "auth_ref": [ "r513", "r516" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The effective portion of net gain (loss) reclassified from accumulated other comprehensive income into income on derivative instruments designated and qualifying as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net", "negatedTerseLabel": "Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net" } } }, "localname": "DerivativeInstrumentsGainLossReclassifiedFromAccumulatedOCIIntoIncomeEffectivePortionNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentsGainLossRecognizedInOtherComprehensiveIncomeEffectivePortionNet": { "auth_ref": [ "r512" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The effective portion of gains and losses (net) on derivative instruments designated and qualifying as hedging instruments that was recognized in other comprehensive income during the current period.", "label": "Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net", "terseLabel": "Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net" } } }, "localname": "DerivativeInstrumentsGainLossRecognizedInOtherComprehensiveIncomeEffectivePortionNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilityFairValueGrossAsset": { "auth_ref": [ "r101", "r103", "r509" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of asset associated with financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Liability, Fair Value, Gross Asset", "terseLabel": "Derivative Liability, Fair Value, Gross Asset" } } }, "localname": "DerivativeLiabilityFairValueGrossAsset", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeMaturityDates": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Date the derivative contract matures, in CCYY-MM-DD format.", "label": "Derivative, Maturity Date", "terseLabel": "Derivative, Maturity Date" } } }, "localname": "DerivativeMaturityDates", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails" ], "xbrltype": "dateItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r166", "r177", "r501", "r502", "r504", "r506", "r519" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Financial Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DetailsOfImpairmentOfLongLivedAssetsHeldAndUsedByAssetTextBlock": { "auth_ref": [ "r267", "r272" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure for impairment of long-lived assets held and used by an entity which includes a description of the impaired long-lived asset and facts and circumstances leading to the impairment, aggregate amount of the impairment loss and where the loss is located in the income statement, method(s) for determining fair value, and the segment in which the impaired long-lived asset is reported.", "label": "Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block]", "terseLabel": "Details of Impairment of Long-Lived Assets Held and Used by Asset" } } }, "localname": "DetailsOfImpairmentOfLongLivedAssetsHeldAndUsedByAssetTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r311", "r423" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.", "label": "Disclosure of Compensation Related Costs, Share-based Payments [Text Block]", "terseLabel": "Share-based and Deferred Compensation Plans" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_DiscontinuedOperationAmountOfContinuingCashFlowsAfterDisposal": { "auth_ref": [ "r17" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from (to) the discontinued operation after the disposal transaction.", "label": "Discontinued Operation, Amount of Continuing Cash Flows after Disposal", "terseLabel": "Discontinued Operation, Amount of Continuing Cash Flows after Disposal" } } }, "localname": "DiscontinuedOperationAmountOfContinuingCashFlowsAfterDisposal", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationBeforeIncomeTax": { "auth_ref": [ "r8", "r9", "r10", "r11", "r12", "r20", "r125", "r620" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.", "label": "Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax", "terseLabel": "Income from discontinued operations before income taxes" } } }, "localname": "DiscontinuedOperationIncomeLossFromDiscontinuedOperationBeforeIncomeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Discontinued Operations and Disposal Groups [Abstract]" } } }, "localname": "DiscontinuedOperationsAndDisposalGroupsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupHeldforsaleNotDiscontinuedOperationsMember": { "auth_ref": [ "r258", "r270" ], "lang": { "en-US": { "role": { "documentation": "Disposal group that is classified as held-for-sale. Excludes disposals classified as discontinued operations.", "label": "Disposal Group, Held-for-sale, Not Discontinued Operations [Member]", "terseLabel": "Disposal Group, Held-for-sale, Not Discontinued Operations [Member]" } } }, "localname": "DisposalGroupHeldforsaleNotDiscontinuedOperationsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationBalanceSheetDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]", "terseLabel": "Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationBalanceSheetDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal": { "auth_ref": [ "r260", "r268" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax of gain (loss) recognized on the sale or disposal of a disposal group. Excludes discontinued operations.", "label": "Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal", "negatedTerseLabel": "Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal" } } }, "localname": "DisposalGroupNotDiscontinuedOperationGainLossOnDisposal", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock": { "auth_ref": [ "r27", "r273" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]", "terseLabel": "Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperations" ], "xbrltype": "textBlockItemType" }, "us-gaap_DividendsCommonStock": { "auth_ref": [ "r310", "r597" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK).", "label": "Dividends, Common Stock", "negatedLabel": "Dividends declared" } } }, "localname": "DividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsPayableCurrent": { "auth_ref": [ "r36", "r83" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 4.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Dividends Payable, Current", "terseLabel": "Dividends payable" } } }, "localname": "DividendsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DomesticCorporateDebtSecuritiesMember": { "auth_ref": [ "r224" ], "lang": { "en-US": { "role": { "documentation": "Debt securities issued by a domestic corporate entity (within the reporting entity's country of domicile).", "label": "Domestic Corporate Debt Securities [Member]", "terseLabel": "Fixed Income Securities - U.S. Corporate [Member]" } } }, "localname": "DomesticCorporateDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DomesticPlanMember": { "auth_ref": [ "r368" ], "lang": { "en-US": { "role": { "documentation": "Location of employer sponsoring plan, designed to provide retirement benefits, determined as principal place of business. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Domestic Plan [Member]", "terseLabel": "U.S. Pension Plans [Member]" } } }, "localname": "DomesticPlanMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r127", "r190", "r194", "r195", "r594", "r622" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic Earnings Per Common Share (in dollars per share)", "verboseLabel": "Basic EPS (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r127", "r190", "r594", "r622" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted EPS (in dollars per share)", "verboseLabel": "Diluted Earnings Per Common Share (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r196" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Earnings Per Common Share (EPS)" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/EarningsPerCommonShareEps" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashAndCashEquivalents": { "auth_ref": [ "r543" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 4.0, "parentTag": "yum_NetIncreaseDecreaseinCashCashEquivalentsRestrictedCashandRestrictedCashEquivalentsContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) from the effect of exchange rate changes on cash and cash equivalent balances held in foreign currencies.", "label": "Effect of Exchange Rate on Cash and Cash Equivalents", "terseLabel": "Effect of Exchange Rate on Cash and Cash Equivalents" } } }, "localname": "EffectOfExchangeRateOnCashAndCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r175", "r439", "r440" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-US": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective income tax rate (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Effective Income Tax Rate Reconciliation, Percent [Abstract]", "terseLabel": "Effective income tax rate reconciliation [Abstract]" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r439", "r440", "r468" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "U.S. federal statutory rate (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r439", "r440", "r468" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate": { "auth_ref": [ "r439", "r440", "r468" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the income tax rates.", "label": "Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent", "terseLabel": "Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r439", "r440", "r468" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Statutory rate differential attributable to foreign operations (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r439", "r440", "r468" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "terseLabel": "Other, net (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r439", "r440", "r468" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State income tax, net of federal tax benefit (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r83" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 3.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r407" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Unrecognized cost of unvested share-based compensation awards.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized", "terseLabel": "Unrecognized compensation cost" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r406" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 10.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total recognized tax benefit related to compensation cost for equity-based payment arrangements recognized in income during the period.", "label": "Employee Service Share-based Compensation, Tax Benefit from Compensation Expense", "negatedTerseLabel": "Employee Service Share-based Compensation, Tax Benefit from Compensation Expense", "terseLabel": "Employee Service Share-based Compensation, Tax Benefit from Compensation Expense" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromExerciseOfStockOptions": { "auth_ref": [ "r409" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of tax benefit from exercise of stock options granted under share-based compensation arrangement.", "label": "Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options", "terseLabel": "Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromExerciseOfStockOptions", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EntityOperatedUnitsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Units that are owned and operated by the entity (franchisor).", "label": "Entity Operated Units [Member]", "terseLabel": "Entity Operated Units [Member]" } } }, "localname": "EntityOperatedUnitsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r305" ], "lang": { "en-US": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvesteeNameDomain": { "auth_ref": [ "r227" ], "lang": { "en-US": { "role": { "documentation": "Name of investment, including named security. Excludes consolidated entity.", "label": "Investment, Name [Domain]", "terseLabel": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesMember": { "auth_ref": [ "r44", "r52", "r225", "r588", "r604", "r639" ], "lang": { "en-US": { "role": { "documentation": "Ownership interest or right to acquire or dispose of ownership interest in corporations and other legal entities for which ownership interest is represented by shares of common or preferred stock, convertible securities, stock rights, or stock warrants.", "label": "Equity Securities [Member]", "terseLabel": "Equity Securities [Member]" } } }, "localname": "EquitySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ExcessTaxBenefitFromShareBasedCompensationFinancingActivities": { "auth_ref": [ "r422" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from realized tax benefit related to deductible compensation cost reported on the entity's tax return for equity instruments in excess of the compensation cost for those instruments recognized for financial reporting purposes.", "label": "Excess Tax Benefit from Share-based Compensation, Financing Activities", "terseLabel": "Excess tax benefit from share-based compensation" } } }, "localname": "ExcessTaxBenefitFromShareBasedCompensationFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ExcessTaxBenefitFromShareBasedCompensationOperatingActivities": { "auth_ref": [ "r422" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow for realized tax benefit related to deductible compensation cost reported on the entity's tax return for equity instruments in excess of the compensation cost for those instruments recognized for financial reporting purposes.", "label": "Excess Tax Benefit from Share-based Compensation, Operating Activities", "negatedTerseLabel": "Excess tax benefit from share-based compensation" } } }, "localname": "ExcessTaxBenefitFromShareBasedCompensationOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ExtinguishmentOfDebtAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Gross amount of debt extinguished.", "label": "Extinguishment of Debt, Amount", "terseLabel": "Extinguishment of Debt, Amount" } } }, "localname": "ExtinguishmentOfDebtAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ExtinguishmentOfDebtAxis": { "auth_ref": [ "r298" ], "lang": { "en-US": { "role": { "documentation": "Information pertaining to the debt extinguished including the amount of gain (loss), the income tax effect on the gain (loss), and the amount of gain (loss), net or the related income tax, by debt instrument.", "label": "Extinguishment of Debt [Axis]", "terseLabel": "Extinguishment of Debt [Axis]" } } }, "localname": "ExtinguishmentOfDebtAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ExtinguishmentOfDebtTypeDomain": { "auth_ref": [ "r298" ], "lang": { "en-US": { "role": { "documentation": "Type of debt extinguished.", "label": "Extinguishment of Debt, Type [Domain]", "terseLabel": "Extinguishment of Debt, Type [Domain]" } } }, "localname": "ExtinguishmentOfDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r527", "r528", "r529", "r530", "r533", "r534" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsLevel1ToLevel2TransfersAmount": { "auth_ref": [ "r530" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of transfers of assets measured on a recurring basis out of Level 1 of the fair value hierarchy into Level 2.", "label": "Fair Value, Assets, Level 1 to Level 2 Transfers, Amount", "terseLabel": "Fair Value, Assets, Level 1 to Level 2 Transfers, Amount" } } }, "localname": "FairValueAssetsLevel1ToLevel2TransfersAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsLevel2ToLevel1TransfersAmount": { "auth_ref": [ "r530" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of transfers of assets measured on a recurring basis out of Level 2 of the fair value hierarchy into Level 1.", "label": "Fair Value, Assets, Level 2 to Level 1 Transfers, Amount", "terseLabel": "Fair Value, Assets, Level 2 to Level 1 Transfers, Amount" } } }, "localname": "FairValueAssetsLevel2ToLevel1TransfersAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsMeasuredOnNonrecurringBasisTextBlock": { "auth_ref": [ "r527", "r528", "r529", "r531" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets and liabilities by class, including financial instruments measured at fair value that are classified in shareholders' equity, if any, that are measured at fair value on a nonrecurring basis in periods after initial recognition (for example, impaired assets). Disclosures may include, but are not limited to: (a) the fair value measurements recorded and the reasons for the measurements and (b) the level within the fair value hierarchy in which the fair value measurements are categorized in their entirety (levels 1, 2, 3).", "label": "Fair Value Measurements, Nonrecurring [Table Text Block]", "terseLabel": "Fair Value Measurements and Total Losses, Non-Recurring Basis" } } }, "localname": "FairValueAssetsMeasuredOnNonrecurringBasisTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r529" ], "lang": { "en-US": { "role": { "documentation": "Information by level within the fair value hierarchy.", "label": "Fair Value, Hierarchy [Axis]", "terseLabel": "Fair Value, Hierarchy [Axis]", "verboseLabel": "Defined Benefit Plan, Fair Value of Plan Assets by Measurement [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r527" ], "lang": { "en-US": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r537" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Disclosures" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosures" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r529" ], "lang": { "en-US": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Fair Value, Inputs, Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r525", "r529" ], "lang": { "en-US": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Fair Value, Inputs, Level 2 [Member]", "verboseLabel": "Fair Value, Inputs, Level 2 [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r529" ], "lang": { "en-US": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Fair Value, Inputs, Level 3 [Member]" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [ "r527", "r532" ], "lang": { "en-US": { "role": { "documentation": "Provides the general categories used to describe the frequency with which financial assets and liabilities (as defined) are measured at fair value (on a recurring or nonrecurring basis).", "label": "Fair Value, Measurement Frequency [Domain]", "terseLabel": "Fair Value, Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy [Domain]", "terseLabel": "Fair Value Hierarchy [Domain]", "verboseLabel": "Fair Value Plan Asset Measurement [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsNonrecurringMember": { "auth_ref": [ "r527", "r532" ], "lang": { "en-US": { "role": { "documentation": "This item represents a description of the frequency with which certain items are measured at fair value. Items measured at fair value on a nonrecurring basis generally include those items for which measurement inputs are not readily available and which are measured at fair value infrequently (for example, impaired assets).", "label": "Fair Value, Measurements, Nonrecurring [Member]", "terseLabel": "Non-recurring basis" } } }, "localname": "FairValueMeasurementsNonrecurringMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r527", "r532" ], "lang": { "en-US": { "role": { "documentation": "This item represents a description of the frequency with which certain items are measured at fair value. Items measured at fair value on a recurring basis generally include those items for which measurement inputs are readily available and which are measured at fair value at successive reporting periods.", "label": "Fair Value, Measurements, Recurring [Member]", "terseLabel": "Fair Value, Measurements, Recurring [Member]" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r166", "r536", "r538" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLosses": { "auth_ref": [ "r218" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "A valuation allowance for financing receivables that are expected to be uncollectible.", "label": "Financing Receivable, Allowance for Credit Losses", "terseLabel": "Allowance for doubtful accounts related to notes and direct financing lease receivables" } } }, "localname": "FinancingReceivableAllowanceForCreditLosses", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r251" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r253" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months", "terseLabel": "Approximate amortization expense for definite-lived intangible assets - 2016" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r253" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Five", "terseLabel": "Approximate amortization expense for definite-lived intangible assets - 2020" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r253" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Four", "terseLabel": "Approximate amortization expense for definite-lived intangible assets - 2019" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r253" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Three", "terseLabel": "Approximate amortization expense for definite-lived intangible assets - 2018" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r253" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Two", "terseLabel": "Approximate amortization expense for definite-lived intangible assets - 2017" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r246", "r250" ], "lang": { "en-US": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r251" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGrossAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Finite-Lived Intangible Assets, Gross [Abstract]", "terseLabel": "Definite-lived intangible assets" } } }, "localname": "FiniteLivedIntangibleAssetsGrossAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r246", "r250" ], "lang": { "en-US": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_FiscalPeriod": { "auth_ref": [ "r478", "r494", "r496" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for determining an entity's fiscal year or other fiscal period. This disclosure may include identification of the fiscal period end-date, the length of the fiscal period, any reporting period lag between the entity and its subsidiaries, or equity investees. If a reporting lag exists, the closing date of the entity having a different period end is generally noted, along with an explanation of the necessity for using different closing dates. Any intervening events that materially affect the entity's financial position or results of operations are generally also disclosed.", "label": "Fiscal Period, Policy [Policy Text Block]", "terseLabel": "Fiscal Year" } } }, "localname": "FiscalPeriod", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FixedIncomeFundsMember": { "auth_ref": [ "r342", "r367", "r498" ], "lang": { "en-US": { "role": { "documentation": "Investment that pools funds from investors to invest in a combination of underlying investments, primarily fixed income investments.", "label": "Fixed Income Funds [Member]", "terseLabel": "Fixed Income Funds [Member]" } } }, "localname": "FixedIncomeFundsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FixedIncomeSecuritiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Investment that provides a return in the form of fixed periodic payments and eventual return of principal at maturity.", "label": "Fixed Income Securities [Member]", "terseLabel": "Fixed Income Securities - Non-U.S. Government [Member]" } } }, "localname": "FixedIncomeSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign [Member]" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Foreign Currency [Abstract]", "terseLabel": "Foreign Currency [Abstract]" } } }, "localname": "ForeignCurrencyAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r166", "r542", "r553" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignExchangeContractMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Derivative instrument whose primary underlying risk is tied to foreign exchange rates.", "label": "Foreign Exchange Contract [Member]", "terseLabel": "Foreign Exchange Contract [Member]" } } }, "localname": "ForeignExchangeContractMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignExchangeForwardMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign exchange forward traded on an exchange (examples include but are not limited to the International Securities Exchange, Philadelphia Stock Exchange, or the Chicago Mercantile Exchange) for options or future contracts to buy or sell a certain currency, at a specified date, at a fixed exercise exchange rate.", "label": "Foreign Exchange Forward [Member]", "terseLabel": "Foreign Exchange Forward [Member]" } } }, "localname": "ForeignExchangeForwardMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignPlanMember": { "auth_ref": [ "r368" ], "lang": { "en-US": { "role": { "documentation": "Location of employer sponsoring plan, designed to provide retirement benefits, not determined as principal place of business. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Foreign Plan [Member]", "terseLabel": "Foreign Pension Plan [Member]" } } }, "localname": "ForeignPlanMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FranchiseCosts": { "auth_ref": [ "r135" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Costs incurred and are directly related to generating franchise revenues.", "label": "Franchise Costs", "negatedTerseLabel": "Franchise and license expenses", "terseLabel": "Franchise and license expenses" } } }, "localname": "FranchiseCosts", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FranchiseRevenue": { "auth_ref": [ "r130", "r640" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 2.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 }, "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Revenue earned during the period from consideration (often a percentage of the franchisee's sales) received for the right to operate a business using the entity's name, merchandise, services, methodologies, promotional support, marketing, and supplies.", "label": "Franchise Revenue", "totalLabel": "Franchise and license fees and income", "verboseLabel": "Franchise and license fees and income" } } }, "localname": "FranchiseRevenue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_FranchiseRightsMember": { "auth_ref": [ "r476" ], "lang": { "en-US": { "role": { "documentation": "Rights, generally of limited duration, that the entity has obtained through a franchise arrangement to operate a business using another company's name, merchandise, services, methodologies, promotional support, marketing and supplies.", "label": "Franchise Rights [Member]", "terseLabel": "Franchise contract rights [Member]" } } }, "localname": "FranchiseRightsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_FranchisedUnitsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Units that have been franchised by the franchisor.", "label": "Franchised Units [Member]", "terseLabel": "Franchised Units [Member]" } } }, "localname": "FranchisedUnitsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FranchisorDisclosureAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by whether or not the unit is franchised.", "label": "Franchisor Disclosure [Axis]", "terseLabel": "Franchisor Disclosure [Axis]" } } }, "localname": "FranchisorDisclosureAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FranchisorDisclosureDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Represents franchised stores, restaurants, or other units and company owned stores, restaurants, or other units.", "label": "Franchisor Disclosure [Domain]", "terseLabel": "Franchisor Disclosure [Domain]" } } }, "localname": "FranchisorDisclosureDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnCashFlowHedgeIneffectivenessNet": { "auth_ref": [ "r514" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net gain (loss) recognized in earnings during the reporting period representing the amount of the cash flow hedges' ineffectiveness.", "label": "Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net", "terseLabel": "Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net" } } }, "localname": "GainLossOnCashFlowHedgeIneffectivenessNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnDispositionOfAssets": { "auth_ref": [ "r12", "r270" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, excluding oil and gas property and timber property.", "label": "Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property", "terseLabel": "Refranchising gain (loss)" } } }, "localname": "GainLossOnDispositionOfAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnDispositionOfAssets1": { "auth_ref": [ "r260" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee.", "label": "Gain (Loss) on Disposition of Assets", "negatedLabel": "Refranchising (gain) loss", "terseLabel": "Refranchising (gain) loss" } } }, "localname": "GainLossOnDispositionOfAssets1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r154", "r296", "r297" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "negatedLabel": "Losses and other costs related to the extinguishment of debt" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r136" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "negatedLabel": "General and administrative expenses", "terseLabel": "General and administrative expenses" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r128" ], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and Administrative Expense [Member]" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r234", "r236", "r237" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "terseLabel": "Goodwill", "totalLabel": "Goodwill, net", "verboseLabel": "Carrying value of goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r239" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "verboseLabel": "Acquisitions" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r256" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "Goodwill and Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock": { "auth_ref": [ "r166", "r241", "r248" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.", "label": "Goodwill and Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Goodwill and Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillGross": { "auth_ref": [ "r238" ], "calculation": { "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_Goodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Gross", "terseLabel": "Goodwill, gross" } } }, "localname": "GoodwillGross", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r238" ], "calculation": { "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_Goodwill", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "negatedPeriodEndLabel": "Accumulated impairment losses (ending balance)", "negatedPeriodStartLabel": "Accumulated impairment losses (beginning balance)" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r154", "r235", "r240", "r242" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "negatedLabel": "Impairment Losses", "terseLabel": "Goodwill impairment loss" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Changes in the carrying amount of goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsByNatureAxis": { "auth_ref": [ "r292" ], "lang": { "en-US": { "role": { "documentation": "Information by nature of guarantee.", "label": "Guarantor Obligations, Nature [Axis]", "terseLabel": "Guarantor Obligations, Nature [Axis]" } } }, "localname": "GuaranteeObligationsByNatureAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails", "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Guarantor Obligations [Line Items]", "terseLabel": "Guarantor Obligations [Line Items]" } } }, "localname": "GuaranteeObligationsLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsMaximumExposure": { "auth_ref": [ "r291" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantor Obligations, Maximum Exposure, Undiscounted", "terseLabel": "Potential amount of undiscounted payments we could be required to make in the event of non-payment" } } }, "localname": "GuaranteeObligationsMaximumExposure", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsNatureDomain": { "auth_ref": [ "r290" ], "lang": { "en-US": { "role": { "documentation": "Represents a description of the nature of the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Nature [Domain]", "terseLabel": "Guarantor Obligations, Nature [Domain]" } } }, "localname": "GuaranteeObligationsNatureDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails", "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_GuaranteeOfIndebtednessOfOthersMember": { "auth_ref": [ "r287", "r477", "r631" ], "lang": { "en-US": { "role": { "documentation": "Agreements (contracts) that contingently require the guarantor to make payments of principal and interest to a lender on another party's debt if that party fails to comply with the terms of the borrowing arrangement.", "label": "Guarantee of Indebtedness of Others [Member]", "terseLabel": "Guarantee of Indebtedness of Others" } } }, "localname": "GuaranteeOfIndebtednessOfOthersMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2", "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_GuaranteesIndemnificationsAndWarrantiesPolicies": { "auth_ref": [ "r166", "r293" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for guarantees, indemnifications and product warranties, and methodologies used in determining the amount of such liabilities.", "label": "Guarantees, Indemnifications and Warranties Policies [Policy Text Block]", "terseLabel": "Guarantees" } } }, "localname": "GuaranteesIndemnificationsAndWarrantiesPolicies", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_HedgingAssetsCurrent": { "auth_ref": [ "r82" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of the asset arising from a financial instrument or a contract used to mitigate a specified risk (hedge), and which are expected to be converted into cash or otherwise disposed of within a year or the normal operating cycle, if longer.", "label": "Hedging Assets, Current", "negatedTerseLabel": "Hedging Assets, Current" } } }, "localname": "HedgingAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_HedgingDesignationAxis": { "auth_ref": [ "r504" ], "lang": { "en-US": { "role": { "documentation": "Information by designation of purpose of derivative instrument.", "label": "Hedging Designation [Axis]", "terseLabel": "Hedging Designation [Axis]" } } }, "localname": "HedgingDesignationAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationDomain": { "auth_ref": [ "r504" ], "lang": { "en-US": { "role": { "documentation": "Designation of purpose of derivative instrument.", "label": "Hedging Designation [Domain]", "terseLabel": "Hedging Designation [Domain]" } } }, "localname": "HedgingDesignationDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingRelationshipDomain": { "auth_ref": [ "r504" ], "lang": { "en-US": { "role": { "documentation": "Nature or intent of a hedge.", "label": "Hedging Relationship [Domain]", "terseLabel": "Hedging Relationship [Domain]" } } }, "localname": "HedgingRelationshipDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill": { "auth_ref": [ "r255" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of impairment loss resulting from write-down of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit to fair value.", "label": "Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)", "terseLabel": "Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)" } } }, "localname": "ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfLongLivedAssetsHeldForUse": { "auth_ref": [ "r154", "r259", "r266", "r643" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale).", "label": "Impairment of Long-Lived Assets Held-for-use", "terseLabel": "Impairment of Long-Lived Assets Held-for-use", "verboseLabel": "Total losses related to long-lived assets held for use and measured at fair value on a non-recurring basis" } } }, "localname": "ImpairmentOfLongLivedAssetsHeldForUse", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r166", "r257", "r272" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment or Disposal of Property, Plant and Equipment" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperations": { "auth_ref": [ "r132", "r155", "r192", "r481" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of income (loss) from continuing operations attributable to the parent.", "label": "Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent", "terseLabel": "Income from continuing operations", "totalLabel": "Income from continuing operations" } } }, "localname": "IncomeLossFromContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r174" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "U.S.", "verboseLabel": "Income (Loss) from Continuing Operations before Income Taxes, Domestic" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r123", "r578", "r592", "r623" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": 1.0 }, "http://www.yum.com/role/IncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "terseLabel": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Income from Continuing Operations Before Income Taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest [Abstract]", "terseLabel": "U.S. and foreign income before income taxes [Abstract]" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r174" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign", "verboseLabel": "Income (Loss) from Continuing Operations before Income Taxes, Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTax": { "auth_ref": [ "r8", "r9", "r10", "r11", "r12", "r23", "r127", "r620" ], "calculation": { "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.", "label": "Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Income from discontinued operations - including noncontrolling interests" } } }, "localname": "IncomeLossFromDiscontinuedOperationsNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToNoncontrollingInterest": { "auth_ref": [ "r8", "r9", "r10", "r11", "r12", "r20", "r23", "r479", "r482" ], "calculation": { "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of income (loss) from a discontinued operation attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.", "label": "Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest", "negatedTerseLabel": "Income (loss) from discontinued operations - noncontrolling interests" } } }, "localname": "IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity": { "auth_ref": [ "r8", "r9", "r10", "r11", "r12", "r20", "r23", "r482" ], "calculation": { "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.", "label": "Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent", "negatedLabel": "Income from discontinued operations, net of tax", "terseLabel": "Income from discontinued operations", "totalLabel": "Income from discontinued operations - YUM! Brands, Inc.", "verboseLabel": "Income from discontinued operations, net of tax" } } }, "localname": "IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r124", "r154", "r226", "r591", "r619" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee.", "label": "Income (Loss) from Equity Method Investments", "negatedLabel": "Equity income from investments in unconsolidated affiliates" } } }, "localname": "IncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "terseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsTables" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable": { "auth_ref": [ "r3", "r13", "r14", "r15", "r16", "r18", "r19", "r22", "r24", "r25", "r26", "r270", "r271" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations [Table]", "terseLabel": "Disposal Groups, Including Discontinued Operations [Table]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsTables" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails5", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails5", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r444" ], "lang": { "en-US": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r473" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExaminationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Tax Examination [Line Items]", "terseLabel": "Income Tax Examination [Line Items]" } } }, "localname": "IncomeTaxExaminationLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxExaminationPenaltiesAndInterestAccrued": { "auth_ref": [ "r441" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of estimated penalties and interest accrued as of the balance sheet date arising from income tax examinations.", "label": "Income Tax Examination, Penalties and Interest Accrued", "terseLabel": "Accrued interest and penalties" } } }, "localname": "IncomeTaxExaminationPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxExaminationPenaltiesAndInterestExpense": { "auth_ref": [ "r441" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The sum of the amounts of estimated penalties and interest recognized in the period arising from income tax examinations.", "label": "Income Tax Examination, Penalties and Interest Expense", "verboseLabel": "Total interest and penalties recorded during the period" } } }, "localname": "IncomeTaxExaminationPenaltiesAndInterestExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxExaminationTable": { "auth_ref": [ "r445", "r467" ], "lang": { "en-US": { "role": { "documentation": "A summary of income tax examinations that an enterprise is currently subject to or that have been completed in the current period typically including a description of the examination, the jurisdiction conducting the examination, the tax year(s) under examination, the likelihood of an unfavorable settlement, the range of possible losses, the liability recorded, the Increase or Decrease in the liability from the prior period, and any penalties and interest that have been incurred or accrued.", "label": "Income Tax Examination [Table]", "terseLabel": "Income Tax Examination [Table]" } } }, "localname": "IncomeTaxExaminationTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r176", "r464" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": -1.0 }, "http://www.yum.com/role/IncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "negatedLabel": "Income tax provision", "terseLabel": "Income tax provision", "verboseLabel": "Effective income tax rate" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxExpenseBenefitContinuingOperationsIncomeTaxReconciliationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Effective Income Tax Rate Reconciliation, Amount [Abstract]", "terseLabel": "Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]" } } }, "localname": "IncomeTaxExpenseBenefitContinuingOperationsIncomeTaxReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r166", "r433", "r434", "r452", "r453", "r470", "r642" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r432", "r439", "r440" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 6.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "negatedLabel": "Change in valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationChangeInEnactedTaxRate": { "auth_ref": [ "r431", "r439", "r440" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 8.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations, attributable to increase (decrease) in the income tax rates.", "label": "Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount", "terseLabel": "Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount" } } }, "localname": "IncomeTaxReconciliationChangeInEnactedTaxRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails6", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r168", "r439", "r440" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to foreign income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount", "terseLabel": "Statutory rate differential attributable to foreign operations" } } }, "localname": "IncomeTaxReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r169", "r439", "r440" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "terseLabel": "U.S. federal statutory rate" } } }, "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationOtherAdjustments": { "auth_ref": [ "r439" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 7.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Amount", "terseLabel": "Other, net" } } }, "localname": "IncomeTaxReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r169", "r439", "r440" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount", "terseLabel": "State income tax, net of federal tax benefit" } } }, "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxUncertaintiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Tax Uncertainties [Abstract]", "terseLabel": "Income Taxes [Abstract]" } } }, "localname": "IncomeTaxUncertaintiesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxesPaid": { "auth_ref": [ "r149", "r160" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income.", "label": "Income Taxes Paid", "terseLabel": "Income taxes" } } }, "localname": "IncomeTaxesPaid", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesReceivable": { "auth_ref": [ "r91", "r589", "r618" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "yum_PrepaidExpensesAndOtherCurrentAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes.", "label": "Income Taxes Receivable, Current", "terseLabel": "Income tax receivable" } } }, "localname": "IncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsAndNotesReceivable": { "auth_ref": [ "r153" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period of the sum of amounts due within one year (or one business cycle) from customers for the credit sale of goods and services; and from note holders for outstanding loans.", "label": "Increase (Decrease) in Accounts and Notes Receivable", "negatedLabel": "Changes in accounts and notes receivable" } } }, "localname": "IncreaseDecreaseInAccountsAndNotesReceivable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r153" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Changes in accounts payable and other current liabilities" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedIncomeTaxesPayable": { "auth_ref": [ "r153" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction.", "label": "Increase (Decrease) in Income Taxes Payable", "terseLabel": "Changes in income taxes payable" } } }, "localname": "IncreaseDecreaseInAccruedIncomeTaxesPayable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r153" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedLabel": "Changes in inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r153" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedLabel": "Changes in prepaid expenses and other current assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements": { "auth_ref": [ "r191", "r194" ], "calculation": { "http://www.yum.com/role/EarningsPerCommonShareEpsDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements", "terseLabel": "Effect of dilutive share-based employee compensation (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/EarningsPerCommonShareEpsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r254" ], "lang": { "en-US": { "role": { "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets [Axis]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r254" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-Lived Intangible Assets (Excluding Goodwill)", "terseLabel": "Gross Carrying Amount" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwillAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]", "terseLabel": "Indefinite-lived intangible assets" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwillAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwillFairValueDisclosure": { "auth_ref": [ "r526" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of assets, excluding financial assets and goodwill, that lack physical substance, having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure", "terseLabel": "Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwillFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r247", "r254" ], "lang": { "en-US": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company.", "label": "Indefinite-lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_IndefiniteLivedTrademarks": { "auth_ref": [ "r254" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount (original costs adjusted for previously recognized amortization and impairment) as of the balance sheet date for the rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style for a projected indefinite period of benefit.", "label": "Indefinite-Lived Trademarks", "terseLabel": "Indefinite-Lived Trademarks" } } }, "localname": "IndefiniteLivedTrademarks", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InitialFranchiseFees": { "auth_ref": [ "r641" ], "calculation": { "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails": { "order": 1.0, "parentTag": "yum_InitialFeesNet", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of initial franchise fees.", "label": "Initial Franchise Fees", "terseLabel": "Initial fees, including renewal fees" } } }, "localname": "InitialFranchiseFees", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r244", "r249" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r554", "r557", "r596" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense, net" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r138" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest Expense, Debt", "terseLabel": "Interest expense on short-term borrowings and long-term debt" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeExpenseNet": { "auth_ref": [ "r595" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net amount of operating interest income (expense).", "label": "Interest Income (Expense), Net", "negatedTerseLabel": "Interest expense, net", "netLabel": "Interest Income (Expense), Net", "terseLabel": "Interest expense, net", "verboseLabel": "Interest income" } } }, "localname": "InterestIncomeExpenseNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaid": { "auth_ref": [ "r148", "r160" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash paid for interest. Includes, but is not limited to, payment to settle zero-coupon bond attributable to accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid", "terseLabel": "Interest" } } }, "localname": "InterestPaid", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestRateSwapMember": { "auth_ref": [ "r517" ], "lang": { "en-US": { "role": { "documentation": "Forward based contracts in which two parties agree to swap periodic payments that are fixed at the outset of the swap contract with variable payments based on a market interest rate (index rate) over a specified period.", "label": "Interest Rate Swap [Member]", "terseLabel": "Interest Rate Swap [Member]" } } }, "localname": "InterestRateSwapMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DerivativeInstrumentsDetails2", "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InterimPeriodCostsNotAllocableDomain": { "auth_ref": [ "r197" ], "lang": { "en-US": { "role": { "documentation": "This element represents the type of costs and expenses incurred during an interim period that cannot be readily identified with the activities or benefits of other interim periods and are charged to the interim period in which incurred.", "label": "Interim Period, Costs Not Allocable [Domain]", "terseLabel": "Interim Period, Costs Not Allocable [Domain]" } } }, "localname": "InterimPeriodCostsNotAllocableDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InternalRevenueServiceIRSMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Designated tax department of the United States of America government entitled to levy and collect income taxes from the entity.", "label": "Internal Revenue Service (IRS) [Member]", "terseLabel": "U.S. federal [Member]", "verboseLabel": "Internal Revenue Service (IRS) [Member]" } } }, "localname": "InternalRevenueServiceIRSMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "domainItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r29", "r96", "r229" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r37", "r97", "r166", "r230", "r231" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentOwnedBalanceShares": { "auth_ref": [ "r632", "r634", "r636", "r638" ], "lang": { "en-US": { "role": { "documentation": "Balance held at close of period in number of shares.", "label": "Investment Owned, Balance, Shares", "terseLabel": "Investment Owned, Balance, Shares" } } }, "localname": "InvestmentOwnedBalanceShares", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "sharesItemType" }, "us-gaap_InvestmentTypeAxis": { "auth_ref": [ "r535", "r633", "r635", "r637" ], "lang": { "en-US": { "role": { "documentation": "Information by type of investments.", "label": "Investment Type [Axis]", "terseLabel": "Investment Type [Axis]" } } }, "localname": "InvestmentTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentTypeCategorizationMember": { "auth_ref": [ "r535", "r633", "r635", "r637" ], "lang": { "en-US": { "role": { "documentation": "Asset obtained to generate income or appreciate in value.", "label": "Investments [Domain]", "terseLabel": "Investment Type Categorization [Domain]" } } }, "localname": "InvestmentTypeCategorizationMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r44", "r52", "r222", "r223", "r587", "r588", "r605" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Investments, Fair Value Disclosure" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures": { "auth_ref": [ "r70" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total investments in (A) an entity in which the entity has significant influence, but does not have control, (B) subsidiaries that are not required to be consolidated and are accounted for using the equity and or cost method, and (C) an entity in which the reporting entity shares control of the entity with another party or group. Includes long-term advances receivable from a party that is affiliated with the reporting entity by means of direct or indirect ownership.", "label": "Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures", "terseLabel": "Investments in unconsolidated affiliates" } } }, "localname": "InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Real estate held.", "label": "Land [Member]", "terseLabel": "Land" } } }, "localname": "LandMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseAgreementsMember": { "auth_ref": [ "r475" ], "lang": { "en-US": { "role": { "documentation": "Contractual agreement that stipulates the lessee pay the lessor for use of an asset.", "label": "Lease Agreements [Member]", "terseLabel": "Favorable operating leases [Member]" } } }, "localname": "LeaseAgreementsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseAndRentalExpense": { "auth_ref": [], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "Operating Leases, Rent Expense", "totalLabel": "Total rental expense" } } }, "localname": "LeaseAndRentalExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Leases [Abstract]", "verboseLabel": "Leases and Leasehold Improvements [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_LeasesAcquiredInPlaceMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This element represents the amount of value allocated by a lessor (acquirer) to lease agreements which exist at acquisition of a leased property. Such amount may include the value assigned to tenant relationships and excludes the market adjustment component of the value assigned for above or below-market leases acquired.", "label": "Leases, Acquired-in-Place [Member]", "terseLabel": "Lease tenancy rights [Member]" } } }, "localname": "LeasesAcquiredInPlaceMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_LegalCostsPolicyTextBlock": { "auth_ref": [ "r165", "r166", "r285" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for legal costs incurred to protect or defend the entity's assets and rights, or to obtain assets, including monetary damages, or to obtain rights.", "label": "Legal Costs, Policy [Policy Text Block]", "terseLabel": "Legal Costs" } } }, "localname": "LegalCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r573" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases and Leasehold Improvements" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit [Member]" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Outstanding letters of credit" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r81" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "terseLabel": "Total Liabilities", "verboseLabel": "Total liabilities of discontinued operations" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r65", "r586", "r613" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "terseLabel": "Total Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r84" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "terseLabel": "Current liablilities of discontinued operations", "totalLabel": "Total Current Liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current Liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesNoncurrent": { "auth_ref": [ "r38", "r39", "r40", "r54", "r55" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligation due after one year or beyond the normal operating cycle, if longer.", "label": "Liabilities, Noncurrent", "terseLabel": "Liabilities, Noncurrent" } } }, "localname": "LiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregated carrying amounts of obligations as of the balance sheet date, excluding long-term debt, incurred as part of the normal operations that are expected to be paid after one year or beyond the normal operating cycle, if longer. Alternate captions include Total Deferred Credits and Other Liabilities.", "label": "Liabilities, Other than Long-term Debt, Noncurrent", "terseLabel": "Other liabilities and deferred credits" } } }, "localname": "LiabilitiesOtherThanLongtermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesTotalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of total liabilities, when it serves as a benchmark in a concentration of risk calculation. Sum of all reported liabilities as of the balance sheet date.", "label": "Liabilities, Total [Member]", "terseLabel": "Liabilities, Total [Member]" } } }, "localname": "LiabilitiesTotalMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_LiabilityForClaimsAndClaimsAdjustmentExpensePropertyCasualtyLiability": { "auth_ref": [ "r625", "r626", "r628" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount needed to reflect the estimated ultimate cost of settling claims relating to casualty insurance insured events that have occurred on or before a particular date (ordinarily, the balance sheet date) and the amount needed to provide for the estimated ultimate cost required to investigate and settle claims relating to insured events that have occurred on or before a particular date (ordinarily, the balance sheet date), whether or not reported to the insurer at that date.", "label": "Liability for Claims and Claims Adjustment Expense, Property Casualty Liability", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "LiabilityForClaimsAndClaimsAdjustmentExpensePropertyCasualtyLiability", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilityForUnpaidClaimsAndClaimsAdjustmentExpensePeriodIncreaseDecrease": { "auth_ref": [ "r629" ], "lang": { "en-US": { "role": { "documentation": "Amount, after effects of reinsurance, of increase (decrease) in the liability for unpaid claims and claims adjustment expense.", "label": "Liability for Unpaid Claims and Claims Adjustment Expense, Period Increase (Decrease)", "terseLabel": "Liability for Unpaid Claims and Claims Adjustment Expense, Period Increase (Decrease)" } } }, "localname": "LiabilityForUnpaidClaimsAndClaimsAdjustmentExpensePeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCredit": { "auth_ref": [ "r54", "r584", "r603" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Long-term Line of Credit", "terseLabel": "Outstanding borrowings" } } }, "localname": "LineOfCredit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Line of Credit Facility [Abstract]" } } }, "localname": "LineOfCreditFacilityAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityExpirationDate1": { "auth_ref": [ "r78" ], "lang": { "en-US": { "role": { "documentation": "Date the credit facility terminates, in CCYY-MM-DD format.", "label": "Line of Credit Facility, Expiration Date", "terseLabel": "Line of Credit Facility, Expiration Date" } } }, "localname": "LineOfCreditFacilityExpirationDate1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "dateItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r78" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Line of credit facility, maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityRemainingBorrowingCapacity": { "auth_ref": [ "r78" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of borrowing capacity currently available under the credit facility (current borrowing capacity less the amount of borrowings outstanding).", "label": "Line of Credit Facility, Remaining Borrowing Capacity", "terseLabel": "Unused Credit Facility" } } }, "localname": "LineOfCreditFacilityRemainingBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit [Member]" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "London Interbank Offered Rate (LIBOR) [Member]" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r54", "r584", "r610" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "terseLabel": "Long-term Debt", "totalLabel": "Long-term Debt" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligations": { "auth_ref": [ "r54" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt and capital lease obligation due after one year or beyond the normal operating cycle, if longer.", "label": "Long-term Debt and Capital Lease Obligations", "terseLabel": "Long-term debt", "totalLabel": "Long-term debt including hedge accounting adjustment" } } }, "localname": "LongTermDebtAndCapitalLeaseObligations", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Long-term Debt and Capital Lease Obligations [Abstract]", "terseLabel": "Long-term Debt" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtByMaturityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Long-term Debt, Fiscal Year Maturity [Abstract]", "terseLabel": "Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]" } } }, "localname": "LongTermDebtByMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtContingentPaymentOfPrincipalOrInterest": { "auth_ref": [ "r87", "r306" ], "lang": { "en-US": { "role": { "documentation": "Description of conditions, facts and circumstances that would trigger a payment of principal or interest which was not otherwise immediately due and payable.", "label": "Long-term Debt, Contingent Payment of Principal or Interest", "terseLabel": "Long-term Debt, Contingent Payment of Principal or Interest" } } }, "localname": "LongTermDebtContingentPaymentOfPrincipalOrInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r80" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "terseLabel": "Long-term Debt, Current Maturities" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.", "label": "Long-term Debt, Fair Value", "terseLabel": "Long-term Debt, Fair Value" } } }, "localname": "LongTermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentTerms": { "auth_ref": [ "r294", "r306" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of timing of required repayments, sinking fund requirements, and other redeemable securities at fixed or determinable prices and dates in the five years immediately following the date of the latest balance sheet presented in the financial statements, and the amount thereafter to fully repay the principal of long-term debt. These disclosures may be made either on an individual debt or security basis, by type of debt or security basis, or on a combined basis.", "label": "Long-term Debt, Maturities, Repayment Terms", "terseLabel": "Long-term Debt, Maturities, Repayment Terms" } } }, "localname": "LongTermDebtMaturitiesRepaymentTerms", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive": { "auth_ref": [ "r178", "r294" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 6.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths": { "auth_ref": [ "r178", "r294" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 1.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months", "verboseLabel": "2016" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive": { "auth_ref": [ "r178", "r294" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 5.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Year Five", "verboseLabel": "2020" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour": { "auth_ref": [ "r178", "r294" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 4.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Year Four", "verboseLabel": "2019" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree": { "auth_ref": [ "r178", "r294" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 3.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Year Three", "verboseLabel": "2018" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo": { "auth_ref": [ "r178", "r294" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 2.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Year Two", "verboseLabel": "2017" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r89" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r89", "r295" ], "lang": { "en-US": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesByNatureOfContingencyAxis": { "auth_ref": [ "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r288", "r289" ], "lang": { "en-US": { "role": { "documentation": "Information by type of existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.", "label": "Loss Contingency Nature [Axis]", "terseLabel": "Loss Contingency Nature [Axis]" } } }, "localname": "LossContingenciesByNatureOfContingencyAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2", "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r288", "r289" ], "lang": { "en-US": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyNatureDomain": { "auth_ref": [ "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r288", "r289" ], "lang": { "en-US": { "role": { "documentation": "An existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. Resolution of the uncertainty may confirm the incurrence of a loss or impairment of an asset or the incurrence of a liability.", "label": "Loss Contingency, Nature [Domain]", "terseLabel": "Loss Contingency, Nature [Domain]" } } }, "localname": "LossContingencyNatureDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2", "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_MachineryAndEquipmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.", "label": "Machinery and Equipment [Member]", "terseLabel": "Machinery and equipment" } } }, "localname": "MachineryAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MarketingAndAdvertisingExpenseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Marketing and Advertising Expense [Abstract]", "terseLabel": "Direct Marketing Costs [Abstract]" } } }, "localname": "MarketingAndAdvertisingExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_MaturitiesOfSeniorDebt": { "auth_ref": [ "r145" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for the settlement of long-term borrowing, with the highest claim on the assets of the entity in case of bankruptcy or liquidation, as it matures.", "label": "Maturities of Senior Debt", "terseLabel": "Maturities of Senior Debt" } } }, "localname": "MaturitiesOfSeniorDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MaximumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_MinimumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_MinorityInterest": { "auth_ref": [ "r94", "r585", "r612" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).", "label": "Stockholders' Equity Attributable to Noncontrolling Interest", "terseLabel": "Noncontrolling interests" } } }, "localname": "MinorityInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestDecreaseFromRedemptions": { "auth_ref": [ "r310", "r484", "r485" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Decrease in noncontrolling interest (for example, but not limited to, redeeming or purchasing the interests of noncontrolling shareholders, issuance of shares (interests) by the non-wholly owned subsidiary to the parent entity for other than cash, and a buyback of shares (interest) by the non-wholly owned subsidiary from the noncontrolling interests).", "label": "Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests", "negatedLabel": "Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests" } } }, "localname": "MinorityInterestDecreaseFromRedemptions", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_NatureOfExpenseAxis": { "auth_ref": [ "r197" ], "lang": { "en-US": { "role": { "documentation": "Information by type of cost or expense.", "label": "Nature of Expense [Axis]", "terseLabel": "Nature of Expense [Axis]" } } }, "localname": "NatureOfExpenseAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r200" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "Description of Business" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusiness" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r147", "r152" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 3.0, "parentTag": "yum_NetIncreaseDecreaseinCashCashEquivalentsRestrictedCashandRestrictedCashEquivalentsContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "terseLabel": "Net Cash Used in Financing Activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash Flows - Financing Activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r147", "r152" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 2.0, "parentTag": "yum_NetIncreaseDecreaseinCashCashEquivalentsRestrictedCashandRestrictedCashEquivalentsContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "terseLabel": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net Cash Used in Investing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash Flows - Investing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r147", "r151", "r155" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 1.0, "parentTag": "yum_NetIncreaseDecreaseinCashCashEquivalentsRestrictedCashandRestrictedCashEquivalentsContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "terseLabel": "Net Cash Provided by (Used in) Operating Activities", "verboseLabel": "Net Cash Provided by Operating Activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash Flows - Operating Activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r126", "r155", "r194", "r593", "r621" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "netLabel": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net Income (loss) - YUM! Brands, Inc.", "totalLabel": "Net Income", "verboseLabel": "Net Income" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r487", "r492" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "Net Income (loss) - noncontrolling interests" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Sources of change to generally accepted accounting principles (GAAP) in the United States. The FASB released the FASB Accounting Standards Codification as the authoritative source of literature effective for interim and annual periods ending after September 15, 2009. As part of the Codification process, the FASB issues \"Accounting Standards Updates\" to amend the Codification but otherwise the Accounting Standards Updates are not authoritative in their own right. All previous accounting standards (such as FASB Statements of Financial Accounting Standards, FASB Interpretations, FASB Staff Positions, Emerging Issues Task Force Consensuses, other pronouncements of the FASB or other designated bodies, or other forms of GAAP are considered accounting pronouncements) were superseded upon the adoption of the Codification. For an interim period, references to the superseded standards are included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.", "label": "Adjustments for New Accounting Pronouncement [Member]", "terseLabel": "Adjustments for New Accounting Pronouncement [Member]" } } }, "localname": "NewAccountingPronouncementMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleCumulativeEffectOfChangeOnEquityOrNetAssets1": { "auth_ref": [ "r182", "r183", "r184" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cumulative effect of the change in accounting principle or new accounting pronouncement on retained earnings or other components of equity or net assets in the statement of financial position as of the beginning of the earliest period presented.", "label": "New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets", "terseLabel": "New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets" } } }, "localname": "NewAccountingPronouncementOrChangeInAccountingPrincipleCumulativeEffectOfChangeOnEquityOrNetAssets1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleEffectOfChangeOnOperatingResults": { "auth_ref": [ "r181", "r183", "r184" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of the effect of a change in accounting principle on operating profit or loss.", "label": "New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results", "terseLabel": "New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results" } } }, "localname": "NewAccountingPronouncementOrChangeInAccountingPrincipleEffectOfChangeOnOperatingResults", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r479" ], "lang": { "en-US": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Noncontrolling Interest" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotesAndLoansReceivableGrossCurrent": { "auth_ref": [ "r30", "r92", "r216" ], "calculation": { "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4": { "order": 1.0, "parentTag": "us-gaap_AccountsNotesAndLoansReceivableNetCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date(s) within one year of the balance sheet date or the normal operating cycle, whichever is longer. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.", "label": "Notes, Loans and Financing Receivable, Gross, Current", "terseLabel": "Accounts and notes receivable" } } }, "localname": "NotesAndLoansReceivableGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesAndLoansReceivableNetNoncurrent": { "auth_ref": [ "r74" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date more than one year from the balance sheet date, net of any write-downs taken for collection uncertainty on the part of the holder. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.", "label": "Notes, Loans and Financing Receivable, Net, Noncurrent", "verboseLabel": "Net amounts included in Other Assets" } } }, "localname": "NotesAndLoansReceivableNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfCountriesInWhichEntityOperates": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of countries in which the entity operates as of balance sheet date.", "label": "Number of Countries in which Entity Operates", "terseLabel": "Approximate Number Of Countries And Territories Where System Units Are Located" } } }, "localname": "NumberOfCountriesInWhichEntityOperates", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of Operating Segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfRestaurants": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Represents the number of restaurants.", "label": "Number of Restaurants", "terseLabel": "Number of Restaurants" } } }, "localname": "NumberOfRestaurants", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfStores": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Represents the number of stores.", "label": "Number of Stores", "terseLabel": "Approximate Number Of System Units", "verboseLabel": "Number of Stores" } } }, "localname": "NumberOfStores", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OccupancyCosts": { "auth_ref": [ "r134" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Costs incurred and are directly related to generating occupancy revenues.", "label": "Occupancy Costs", "terseLabel": "Occupancy Costs" } } }, "localname": "OccupancyCosts", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "terseLabel": "Operating Expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "terseLabel": "Operating Profit", "totalLabel": "Operating Profit" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLossMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing operating income (loss).", "label": "Operating Income (Loss) [Member]", "terseLabel": "Operating Income (Loss) [Member]" } } }, "localname": "OperatingIncomeLossMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDue": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year.", "label": "Operating Leases, Future Minimum Payments Due", "totalLabel": "Operating leases, total future minimum commitments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]", "terseLabel": "Operating leases, future minimum commitments [Abstract]" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueCurrent": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments Due, Next Twelve Months", "verboseLabel": "2016" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFiveYears": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Five Years", "verboseLabel": "2020" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFiveYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFourYears": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Four Years", "verboseLabel": "2019" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFourYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInThreeYears": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Three Years", "verboseLabel": "2018" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInThreeYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInTwoYears": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Two Years", "verboseLabel": "2017" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInTwoYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueThereafter": { "auth_ref": [ "r563", "r566" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 6.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due Thereafter", "terseLabel": "Thereafter" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueThereafter", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future minimum rental payments in aggregate as of the balance sheet date under operating leases.", "label": "Operating Leases, Future Minimum Payments Receivable", "totalLabel": "Operating leases, total lease receivables" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Leases, Future Minimum Payments Receivable [Abstract]", "terseLabel": "Operating leases, lease receivables [Abstract]" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableCurrent": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within one year of the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, Current", "verboseLabel": "2016" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFiveYears": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the fifth year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Five Years", "verboseLabel": "2020" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInFiveYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFourYears": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the fourth year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Four Years", "verboseLabel": "2019" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInFourYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the third year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Three Years", "verboseLabel": "2018" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the second year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Two Years", "verboseLabel": "2017" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableThereafter": { "auth_ref": [ "r567" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 6.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future minimum lease payments receivable under operating leases for periods greater than five years following the balance sheet date.", "label": "Operating Leases, Future Minimum Payments Receivable, Thereafter", "terseLabel": "Thereafter" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableThereafter", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesIncomeStatementMinimumLeaseRevenue": { "auth_ref": [ "r564" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of lease revenue recognized for the period for which the lessee was obligated under leasing arrangements regardless of any other events or conditions. This amount excludes contingent revenue and sublease revenue.", "label": "Operating Leases, Income Statement, Minimum Lease Revenue", "terseLabel": "Rental income" } } }, "localname": "OperatingLeasesIncomeStatementMinimumLeaseRevenue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesRentExpenseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Leases, Rent Expense, Net [Abstract]", "terseLabel": "Rental expense" } } }, "localname": "OperatingLeasesRentExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesRentExpenseContingentRentals": { "auth_ref": [ "r559", "r561", "r562", "r563", "r565" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseAndRentalExpense", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increases or decreases in lease payments that result from changes occurring after the inception of the lease in the factors (other than the passage of time) on which lease payments are based, except that any escalation of minimum lease payments relating to increases in construction or acquisition cost of the leased property or for increases in some measure of cost or value during the construction or preconstruction period, are excluded from contingent rentals. Contingent rentals also may include amounts for which the triggering events have not yet occurred or the specified targets for which have not yet been achieved (such as sales based percentage rent), but which events are considered probable of occurring or which specified targets are considered probable of being achieved.", "label": "Operating Leases, Rent Expense, Contingent Rentals", "terseLabel": "Contingent" } } }, "localname": "OperatingLeasesRentExpenseContingentRentals", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesRentExpenseMinimumRentals": { "auth_ref": [ "r560", "r563", "r565" ], "calculation": { "http://www.yum.com/role/LeasesDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseAndRentalExpense", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This element represents the payments that the lessee is obligated to make or can be required to make in connection with a property under the terms of an agreement classified as an operating lease, excluding contingent rentals and a guarantee by the lessee of the lessor's debt and the lessee's obligation to pay (apart from the rental payments) executory costs such as insurance, maintenance, and taxes.", "label": "Operating Leases, Rent Expense, Minimum Rentals", "terseLabel": "Minimum" } } }, "localname": "OperatingLeasesRentExpenseMinimumRentals", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r459" ], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating Loss Carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r460" ], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherAssets": { "auth_ref": [ "r49", "r579", "r606" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of assets classified as other.", "label": "Other Assets", "terseLabel": "Other Assets" } } }, "localname": "OtherAssets", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsMember": { "auth_ref": [ "r507", "r520" ], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing other assets.", "label": "Other Assets [Member]", "terseLabel": "Other Assets [Member]" } } }, "localname": "OtherAssetsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r74" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeDefinedBenefitPlanNetPriorServiceCostCreditArisingDuringPeriodBeforeTax": { "auth_ref": [ "r111", "r113", "r356" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of cost (credit) of benefit change attributable to participants' prior service from plan amendment or plan initiation of defined benefit plan, that has not been recognized in net periodic benefit cost (credit).", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), before Tax", "terseLabel": "Prior service cost" } } }, "localname": "OtherComprehensiveIncomeDefinedBenefitPlanNetPriorServiceCostCreditArisingDuringPeriodBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r482", "r483", "r489" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to noncontrolling interests.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest", "terseLabel": "Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - noncontrolling interest (net of tax impact)" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r482", "r483", "r489" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact)" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax": { "auth_ref": [ "r106", "r113", "r544", "r545", "r551", "r553" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax", "terseLabel": "Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature - including noncontrolling interest (net of tax impact)" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax": { "auth_ref": [ "r104", "r113", "r541", "r544", "r546" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentBeforeTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax", "terseLabel": "Adjustments and gains (losses) arising during the year" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTranslationGainLossArisingDuringPeriodTax": { "auth_ref": [ "r104", "r114", "r549" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit), before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax", "negatedLabel": "Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTranslationGainLossArisingDuringPeriodTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLocationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by location in other comprehensive income.", "label": "Other Comprehensive Income Location [Axis]", "terseLabel": "Other Comprehensive Income Location [Axis]" } } }, "localname": "OtherComprehensiveIncomeLocationAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLocationDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Location in other comprehensive income.", "label": "Other Comprehensive Income Location [Domain]", "terseLabel": "Other Comprehensive Income Location [Domain]" } } }, "localname": "OtherComprehensiveIncomeLocationDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_OtherComprehensiveIncomeLossAmortizationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetPriorServiceCostCreditBeforeTax": { "auth_ref": [ "r113", "r117", "r356" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of reclassification adjustment from accumulated other comprehensive (income) loss for prior service cost (credit) of defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax", "terseLabel": "Amortization of prior service cost" } } }, "localname": "OtherComprehensiveIncomeLossAmortizationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetPriorServiceCostCreditBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax": { "auth_ref": [ "r116", "r122" ], "calculation": { "http://www.yum.com/role/ShareholdersEquityDetails2": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax, before reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), before Reclassifications, Net of Tax", "terseLabel": "Amounts classified into OCI, net of tax" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesBeforeTax": { "auth_ref": [ "r107" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax, after reclassification adjustments, of increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax", "totalLabel": "Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesNetOfTax": { "auth_ref": [ "r107" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments, of increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax", "totalLabel": "Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax" } } }, "localname": "OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossFinalizationOfPensionAndNonPensionPostretirementPlanValuationBeforeTax": { "auth_ref": [ "r113", "r117", "r356" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of increase (decrease) to other comprehensive income from settlement and curtailment gain (loss) of defined benefit plan.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Settlement and Curtailment Gain (Loss), before Tax", "terseLabel": "Curtailment gain" } } }, "localname": "OtherComprehensiveIncomeLossFinalizationOfPensionAndNonPensionPostretirementPlanValuationBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentBeforeTax": { "auth_ref": [ "r104", "r113", "r541", "r548" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax, after reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax", "totalLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r104", "r547" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "totalLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationBeforeTax": { "auth_ref": [ "r113", "r117", "r118", "r550" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentBeforeTax", "weight": -1.0 }, "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": 6.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before tax of reclassification adjustment from accumulated other comprehensive income for translation gain (loss) realized upon the sale or liquidation of an investment in a foreign entity and foreign currency hedges that are designated and qualified as hedging instruments for hedges of the foreign currency exposure of a net investment in a foreign operation.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax", "negatedLabel": "Reclassifications of adjustments and (gains) losses into Net Income", "terseLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationTax": { "auth_ref": [ "r114", "r552" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income for translation gain (loss) realized upon the sale or liquidation of an investment in a foreign entity and foreign currency hedges that are designated and qualified as hedging instruments for hedges of the foreign currency exposure of a net investment in a foreign operation.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax", "terseLabel": "Other Comprehensive Income (Loss), Foreign Currency Translation Reclassification Adjustment from AOCI, Tax" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax": { "auth_ref": [ "r104", "r114" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit), after reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax", "negatedTerseLabel": "Tax (expense) benefit" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r119", "r120", "r122", "r305" ], "calculation": { "http://www.yum.com/role/ShareholdersEquityDetails2": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Other Comprehensive Income (Loss), Net of Tax", "totalLabel": "OCI, net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r482", "r483", "r489" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to noncontrolling interests.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest", "negatedTerseLabel": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentBeforeTax": { "auth_ref": [ "r110", "r113" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, after reclassification adjustment, of (increase) decrease in accumulated other comprehensive income for defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax", "negatedTotalLabel": "Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Unrealized Gains (Losses), before Tax" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax": { "auth_ref": [ "r110", "r113" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": 5.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after tax and reclassification adjustment, of (increase) decrease in accumulated other comprehensive income for defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax", "negatedTerseLabel": "Pension and post-retirement benefit plans (net of tax impact)", "negatedTotalLabel": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansNetUnamortizedGainLossArisingDuringPeriodBeforeTax": { "auth_ref": [ "r108", "r113", "r356" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of gain (loss) for (increase) decrease in value of benefit obligation for change in actuarial assumptions and increase (decrease) in value of plan assets from experience different from that assumed of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax", "terseLabel": "Unrealized gains (losses) arising during the year" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansNetUnamortizedGainLossArisingDuringPeriodBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax": { "auth_ref": [ "r110", "r114", "r482" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after reclassification adjustment, of tax (expense) benefit for (increase) decrease in accumulated other comprehensive income of defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax", "terseLabel": "Tax (expense) benefit", "verboseLabel": "Pension and post-retirement benefit plans (tax impact)" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIOnDerivativesBeforeTax": { "auth_ref": [ "r113", "r117", "r505" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesBeforeTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before tax of reclassification adjustment from accumulated other comprehensive income of accumulated gain (loss) realized from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax", "negatedTerseLabel": "Reclassification of (gains) losses into Net Income" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIOnDerivativesBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIOnDerivativesTax": { "auth_ref": [ "r114", "r505" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income of accumulated gain (loss) realized from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax", "negatedLabel": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax", "terseLabel": "Tax (expense) benefit", "verboseLabel": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIOnDerivativesTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical", "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansBeforeTax": { "auth_ref": [ "r113", "r117" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of reclassification adjustment from accumulated other comprehensive (income) loss for net period benefit cost (credit) of defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax", "terseLabel": "Reclassification of (gains) losses into Net Income" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossBeforeTax": { "auth_ref": [ "r113", "r117", "r356" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of reclassification adjustment from accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax", "negatedTerseLabel": "Amortization of net loss" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodBeforeTax": { "auth_ref": [ "r107", "r113", "r522" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossDerivativesQualifyingAsHedgesBeforeTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax of increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax", "verboseLabel": "Unrealized gains (losses) arising during the year" } } }, "localname": "OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodBeforeTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax": { "auth_ref": [ "r107", "r113", "r512", "r522" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": 4.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax", "terseLabel": "Net unrealized gain (loss) on derivative instruments (net of tax impact)" } } }, "localname": "OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax": { "auth_ref": [ "r107", "r114" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit), before reclassification adjustments, related to increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax", "negatedTerseLabel": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax" } } }, "localname": "OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIncome": { "auth_ref": [ "r624" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue and income classified as other.", "label": "Other Income", "terseLabel": "Other income" } } }, "localname": "OtherIncome", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIncomeAndExpensesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Income and Expenses [Abstract]" } } }, "localname": "OtherIncomeAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherIncomeAndOtherExpenseDisclosureTextBlock": { "auth_ref": [ "r319", "r426" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for other income or other expense items (both operating and nonoperating). Sources of nonoperating income or nonoperating expense that may be disclosed, include amounts earned from dividends, interest on securities, profits (losses) on securities, net and miscellaneous other income or income deductions.", "label": "Other Income and Other Expense Disclosure [Text Block]", "terseLabel": "Other (Income) Expense" } } }, "localname": "OtherIncomeAndOtherExpenseDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/OtherIncomeExpense" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r34", "r35", "r83" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 6.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other current liabilities" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncurrentLiabilitiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing other noncurrent liabilities.", "label": "Other Noncurrent Liabilities [Member]", "terseLabel": "Other Noncurrent Liabilities [Member]" } } }, "localname": "OtherNoncurrentLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r139" ], "calculation": { "http://www.yum.com/role/OtherIncomeExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "negatedTerseLabel": "Other (income) expense", "negatedTotalLabel": "Other (income) expense", "terseLabel": "Other (income) expense" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/OtherIncomeExpenseDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpenseMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing other nonoperating income (expense).", "label": "Other Nonoperating Income (Expense) [Member]", "terseLabel": "Other Nonoperating Income (Expense) [Member]" } } }, "localname": "OtherNonoperatingIncomeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherOperatingActivitiesCashFlowStatement": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Other cash or noncash adjustments to reconcile net income to cash provided by (used in) operating activities that are not separately disclosed in the statement of cash flows (for example, cash received or cash paid during the current period for miscellaneous operating activities, net change during the reporting period in other assets or other liabilities).", "label": "Other Operating Activities, Cash Flow Statement", "terseLabel": "Other, net" } } }, "localname": "OtherOperatingActivitiesCashFlowStatement", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherPostretirementBenefitPlansDefinedBenefitMember": { "auth_ref": [ "r324", "r367", "r368", "r380" ], "lang": { "en-US": { "role": { "documentation": "Plan designed to provide other postretirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans. Excludes pension benefits.", "label": "Other Postretirement Benefits Plan [Member]", "terseLabel": "Post-retirement Plan [Member]" } } }, "localname": "OtherPostretirementBenefitPlansDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherPostretirementBenefitsIndividualContractsTypeOfDeferredCompensationDomain": { "auth_ref": [ "r320", "r321", "r322" ], "lang": { "en-US": { "role": { "documentation": "Deferred compensation related to other postretirement benefit arrangements that are not equivalent to a defined benefit other postretirement benefit plan. Includes, but is not limited to, employment contracts with one or more selected officers or key employees. Excludes equity-based compensation plans, defined benefit pension plans and defined benefit other postretirement benefit plans.", "label": "Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Domain]", "terseLabel": "Other Postretirement Benefits, Individual Contracts, Type of Deferred Compensation [Domain]" } } }, "localname": "OtherPostretirementBenefitsIndividualContractsTypeOfDeferredCompensationDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherShortTermBorrowings": { "auth_ref": [ "r76" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of borrowings classified as other, maturing within one year or the normal operating cycle, if longer.", "label": "Other Short-term Borrowings", "terseLabel": "Other Short-term Borrowings" } } }, "localname": "OtherShortTermBorrowings", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForLossesAndLossAdjustmentExpense": { "auth_ref": [ "r150", "r627" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after effects of reinsurance, of payments to settle insured claims and pay costs incurred in the claims settlement process.", "label": "Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid", "negatedLabel": "Payments" } } }, "localname": "PaymentsForLossesAndLossAdjustmentExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForProceedsFromOtherInvestingActivities": { "auth_ref": [ "r157", "r158" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash (inflow) outflow from investing activities classified as other.", "label": "Payments for (Proceeds from) Other Investing Activities", "negatedTerseLabel": "Other, net" } } }, "localname": "PaymentsForProceedsFromOtherInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r144" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Repurchase shares of Common Stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r146" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "negatedTerseLabel": "Debt issuance costs" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsCommonStock": { "auth_ref": [ "r144" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to common shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Common Stock", "negatedLabel": "Dividends paid on Common Stock" } } }, "localname": "PaymentsOfDividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r141" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Capital spending", "terseLabel": "Capital Spending" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r382" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for pension and other postretirement benefits.", "label": "Pension and Other Postretirement Benefits Disclosure [Text Block]", "terseLabel": "Retiree Medical Benefits" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansCurrentLiabilities": { "auth_ref": [ "r53", "r325", "r326", "r339" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension and other postretirement plans, classified as current.", "label": "Liability, Defined Benefit Plan, Current", "negatedTerseLabel": "Accrued benefit liability - current" } } }, "localname": "PensionAndOtherPostretirementDefinedBenefitPlansCurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent": { "auth_ref": [ "r56", "r325", "r326", "r339" ], "calculation": { "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension and other postretirement plans, classified as noncurrent.", "label": "Liability, Defined Benefit Plan, Noncurrent", "negatedTerseLabel": "Accrued benefit liability - non-current" } } }, "localname": "PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementPlansPolicy": { "auth_ref": [ "r166", "r367", "r377", "r378", "r380", "r381" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for pension and other postretirement benefit plans. This accounting policy may address (1) the types of plans sponsored by the entity, and the benefits provided by each plan (2) groups that participate in (or are covered by) each plan (3) how plan assets, liabilities and expenses are measured, including the use of any actuaries and (4) significant assumptions used by the entity to value plan assets and liabilities and how such assumptions are derived.", "label": "Pension and Other Postretirement Plans, Policy [Policy Text Block]", "terseLabel": "Pension and Post-retirement Medical Benefits" } } }, "localname": "PensionAndOtherPostretirementPlansPolicy", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PensionContributions": { "auth_ref": [ "r150" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment for pension benefits. Excludes other postretirement benefits.", "label": "Payment for Pension Benefits", "negatedLabel": "Contributions to defined benefit pension plans" } } }, "localname": "PensionContributions", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PerformanceGuaranteeMember": { "auth_ref": [ "r287" ], "lang": { "en-US": { "role": { "documentation": "An agreement (contract) that requires the guarantor to make payments to a guaranteed party based on another entity's failure to perform under an obligating agreement. This may include the issuance of a performance standby letter of credit which requires the guarantor to make payments if a specified party fails to perform under a nonfinancial contractual obligation.", "label": "Performance Guarantee [Member]", "terseLabel": "Franchise Lending Program Guarantees" } } }, "localname": "PerformanceGuaranteeMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_PerformanceSharesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Shares or units awarded to employees for meeting certain performance targets.", "label": "Performance Shares [Member]", "terseLabel": "Performance Share Units [Member]" } } }, "localname": "PerformanceSharesMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanAssetCategoriesDomain": { "auth_ref": [ "r344", "r373" ], "lang": { "en-US": { "role": { "documentation": "Major categories of plan assets based on the nature and risk of assets in an employer's plan(s).", "label": "Plan Asset Categories [Domain]", "terseLabel": "Plan Asset Categories [Domain]" } } }, "localname": "PlanAssetCategoriesDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r386", "r408" ], "lang": { "en-US": { "role": { "documentation": "Information by plan name pertaining to equity-based compensation arrangements.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the equity-based compensation arrangement plan.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r31", "r67", "r68" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 3.0, "parentTag": "yum_PrepaidExpensesAndOtherCurrentAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Other prepaid expenses and current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Prepaid Expense and Other Assets, Current [Abstract]", "terseLabel": "Prepaid Expenses and Other Current Assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PrepaidExpenseCurrentAndNoncurrent": { "auth_ref": [ "r589", "r616" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs.", "label": "Prepaid Expense", "terseLabel": "Prepaid Expense" } } }, "localname": "PrepaidExpenseCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpensesAndOtherCurrentAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing prepaid expenses and other current assets.", "label": "Prepaid Expenses and Other Current Assets [Member]", "terseLabel": "Prepaid Expenses and Other Current Assets [Member]" } } }, "localname": "PrepaidExpensesAndOtherCurrentAssetsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "auth_ref": [ "r0" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements.", "label": "Reclassification, Policy [Policy Text Block]", "terseLabel": "Reclassifications" } } }, "localname": "PriorPeriodReclassificationAdjustmentDescription", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ProceedsFromDivestitureOfBusinesses": { "auth_ref": [ "r140" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow associated with the amount received from the sale of a portion of the company's business, for example a segment, division, branch or other business, during the period.", "label": "Proceeds from Divestiture of Businesses", "terseLabel": "Proceeds from refranchising of restaurants" } } }, "localname": "ProceedsFromDivestitureOfBusinesses", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfDebt": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.", "label": "Proceeds from Issuance of Debt", "terseLabel": "Proceeds from Issuance of Debt" } } }, "localname": "ProceedsFromIssuanceOfDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r143" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from long-term debt" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSeniorLongTermDebt": { "auth_ref": [ "r143" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a borrowing with the highest claim on the assets of the entity in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle, if longer).", "label": "Proceeds from Issuance of Senior Long-term Debt", "terseLabel": "Proceeds from Issuance of Senior Unsecured Long-term Debt" } } }, "localname": "ProceedsFromIssuanceOfSeniorLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "auth_ref": [ "r157", "r158" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities classified as other.", "label": "Proceeds from (Payments for) Other Financing Activities", "terseLabel": "Other, net" } } }, "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromShortTermDebtMaturingInMoreThanThreeMonths": { "auth_ref": [ "r143" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a borrowing having initial term of repayment of more than three months but less than one year or one operating cycle (if the normal cycle is more than one year).", "label": "Proceeds from Short-term Debt, Maturing in More than Three Months", "terseLabel": "More than three months - proceeds" } } }, "localname": "ProceedsFromShortTermDebtMaturingInMoreThanThreeMonths", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromShortTermDebtMaturingInThreeMonthsOrLess": { "auth_ref": [ "r143" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a borrowing having initial term of repayment within three months.", "label": "Proceeds from Short-term Debt, Maturing in Three Months or Less", "terseLabel": "Three months or less, net" } } }, "localname": "ProceedsFromShortTermDebtMaturingInThreeMonthsOrLess", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r142", "r409" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from exercise of stock options granted under share-based compensation arrangement.", "label": "Proceeds from Stock Options Exercised", "verboseLabel": "Cash received from stock options exercises" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r482", "r487", "r488", "r492", "r493" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity": { "order": 3.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "verboseLabel": "Net Income (loss) - including noncontrolling interest" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyLeaseGuaranteeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A guarantee of performance by a third party lessee under terms of a lease agreement.", "label": "Property Lease Guarantee [Member]", "terseLabel": "Property Lease Guarantee [Member]" } } }, "localname": "PropertyLeaseGuaranteeMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails", "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant, and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r73", "r265" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Property, Plant and Equipment, Type [Axis]", "terseLabel": "Property, Plant and Equipment by Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r72", "r263" ], "calculation": { "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property, Plant and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentImpairmentOrDisposalAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Property, Plant and Equipment Impairment or Disposal [Abstract]", "terseLabel": "Impairment or Disposal of Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentImpairmentOrDisposalAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment [Member]", "terseLabel": "Property, Plant and Equipment [Member]" } } }, "localname": "PropertyPlantAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r45", "r46", "r265", "r615" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property, Plant and equipment, net", "totalLabel": "Property, Plant and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r71", "r166", "r265" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r45", "r265" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r45", "r263" ], "lang": { "en-US": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Property, Plant and Equipment, Type [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r137", "r153", "r314", "r315" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.", "label": "Provision for Doubtful Accounts", "terseLabel": "Sales Allowances, Services" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_QuarterlyFinancialInformationDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Quarterly Financial Information Disclosure [Abstract]" } } }, "localname": "QuarterlyFinancialInformationDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationTextBlock": { "auth_ref": [ "r199" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.", "label": "Quarterly Financial Information [Text Block]", "terseLabel": "Selected Quarterly Financial Data (Unaudited)" } } }, "localname": "QuarterlyFinancialInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnaudited" ], "xbrltype": "textBlockItemType" }, "us-gaap_RangeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by range, including, but not limited to, upper and lower bounds.", "label": "Range [Axis]", "terseLabel": "Range [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_RangeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Extent of variation, for example, but not limited to, upper and lower bounds.", "label": "Range [Domain]", "terseLabel": "Range [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_ReasonablyPossibleSignificantChangeInUnrecognizedTaxBenefitsByItemAxis": { "auth_ref": [ "r443" ], "lang": { "en-US": { "role": { "documentation": "Information by nature of uncertainty related to unrecognized tax benefits.", "label": "Nature of Uncertainty [Axis]", "terseLabel": "Reasonably Possible Significant Change in Unrecognized Tax Benefits by Item [Axis]" } } }, "localname": "ReasonablyPossibleSignificantChangeInUnrecognizedTaxBenefitsByItemAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_ReceivablesPolicyTextBlock": { "auth_ref": [ "r61", "r66", "r166", "r217", "r221", "r614" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables.", "label": "Receivables, Policy [Policy Text Block]", "terseLabel": "Receivables" } } }, "localname": "ReceivablesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "auth_ref": [ "r116", "r122" ], "calculation": { "http://www.yum.com/role/ShareholdersEquityDetails2": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss).", "label": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax", "negatedTerseLabel": "Amounts reclassified from accumulated OCI, net of tax" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTextBlock": { "auth_ref": [ "r209", "r212" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the reconciliation of profit (loss) from reportable segments to the consolidated income (loss) before income tax expense (benefit) and discontinued operations. Includes, but is not limited to, reconciliation after income tax if income tax is allocated to the reportable segment.", "label": "Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]", "terseLabel": "Reconciliation of Operating Profit (Loss) from Segments to Consolidated" } } }, "localname": "ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReconciliationOfOtherSignificantReconcilingItemsFromSegmentsToConsolidatedTextBlock": { "auth_ref": [ "r210", "r212" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of each significant reconciling item, other than profit (loss), revenues, or assets, in the reconciliation of totals of such items in reportable segments to the entity's corresponding consolidated amount.", "label": "Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block]", "terseLabel": "Reconciliation of Other Significant Reconciling Items from Segments to Consolidated" } } }, "localname": "ReconciliationOfOtherSignificantReconcilingItemsFromSegmentsToConsolidatedTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReconciliationOfRevenueFromSegmentsToConsolidatedTextBlock": { "auth_ref": [ "r208", "r212" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of all significant reconciling items in the reconciliation of total revenues from reportable segments to the entity's consolidated revenues.", "label": "Reconciliation of Revenue from Segments to Consolidated [Table Text Block]", "terseLabel": "Reconciliation of Revenue from Segments to Consolidated" } } }, "localname": "ReconciliationOfRevenueFromSegmentsToConsolidatedTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Unrecognized tax benefits reconciliation [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "stringItemType" }, "us-gaap_RedeemableNoncontrollingInterestEquityCarryingAmount": { "auth_ref": [ "r300", "r301", "r302", "r303" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "As of the reporting date, the aggregate carrying amount of all noncontrolling interests which are redeemable by the (parent) entity (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. This item includes noncontrolling interest holder's ownership (or holders' ownership) regardless of the type of equity interest (common, preferred, other) including all potential organizational (legal) forms of the investee entity.", "label": "Redeemable Noncontrolling Interest, Equity, Carrying Amount", "terseLabel": "Redeemable noncontrolling interest" } } }, "localname": "RedeemableNoncontrollingInterestEquityCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfDebt": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations.", "label": "Repayments of Debt", "terseLabel": "Repayments of Debt" } } }, "localname": "RepaymentsOfDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r145", "r173" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "terseLabel": "Repayments of Lines of Credit" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r145" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedLabel": "Repayments of long-term debt" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfShortTermDebtMaturingInMoreThanThreeMonths": { "auth_ref": [ "r145" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow from a repayment of a borrowing having initial term of repayment of more than three months but less than one year or one operating cycle (if the normal cycle is more than one year).", "label": "Repayments of Short-term Debt, Maturing in More than Three Months", "negatedLabel": "More than three months - payments" } } }, "localname": "RepaymentsOfShortTermDebtMaturingInMoreThanThreeMonths", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r427", "r645" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development expenses" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Research and Development Expense [Abstract]", "terseLabel": "Research and Development Expenses [Abstract]" } } }, "localname": "ResearchAndDevelopmentExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r166", "r427" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development Expenses" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestatementAdjustmentMember": { "auth_ref": [ "r185", "r186" ], "lang": { "en-US": { "role": { "documentation": "Effect of a correction of an error, other prior year adjustment, or application of a new accounting pronouncement on a financial statement line item or any per share amounts. The cumulative effect of the change on retained earnings or net assets in the statement of financial position would also be represented under this domain member.", "label": "Restatement Adjustment [Member]", "terseLabel": "Restatement Adjustment [Member]" } } }, "localname": "RestatementAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r28", "r41", "r156", "r163" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Current", "terseLabel": "Restricted Cash and Cash Equivalents, Current" } } }, "localname": "RestrictedCashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsNoncurrent": { "auth_ref": [ "r33", "r49", "r156", "r163" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Noncurrent", "terseLabel": "Restricted Cash and Cash Equivalents, Noncurrent" } } }, "localname": "RestrictedCashAndCashEquivalentsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted Stock Units (RSUs) [Member]" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedCostIncurredCost": { "auth_ref": [ "r274", "r276" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Discloses the amount charged against the accrued restructuring reserves, or earnings if not previously accrued, during the period for the specified type of restructuring cost.", "label": "Restructuring and Related Cost, Incurred Cost", "terseLabel": "Restructuring and Related Cost, Incurred Cost" } } }, "localname": "RestructuringAndRelatedCostIncurredCost", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r62", "r310", "r611" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings", "verboseLabel": "Reduction to Retained earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanNameAxis": { "auth_ref": [ "r368" ], "lang": { "en-US": { "role": { "documentation": "Information by name of plan designed to provide retirement benefits. Includes, but is not limited to, legal name of defined benefit and defined contribution plans.", "label": "Retirement Plan Name [Axis]", "terseLabel": "Retirement Plan Name [Axis]", "verboseLabel": "Retirement Plan Name [Axis]" } } }, "localname": "RetirementPlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanNameDomain": { "auth_ref": [ "r368" ], "lang": { "en-US": { "role": { "documentation": "Name of plan designed to provide retirement benefits. Includes, but is not limited to, legal name of defined benefit and defined contribution plans.", "label": "Retirement Plan Name [Domain]", "terseLabel": "Retirement Plan Name [Domain]" } } }, "localname": "RetirementPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanSponsorLocationAxis": { "auth_ref": [ "r368", "r372" ], "lang": { "en-US": { "role": { "documentation": "Information by location of employer sponsoring plan designed to provide retirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Retirement Plan Sponsor Location [Axis]", "terseLabel": "Retirement Plan Sponsor Location [Axis]" } } }, "localname": "RetirementPlanSponsorLocationAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanSponsorLocationDomain": { "auth_ref": [ "r368", "r372" ], "lang": { "en-US": { "role": { "documentation": "Location of employer sponsoring plan designed to provide retirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Retirement Plan Sponsor Location [Domain]", "terseLabel": "Retirement Plan Sponsor Location [Domain]" } } }, "localname": "RetirementPlanSponsorLocationDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanTypeAxis": { "auth_ref": [ "r323", "r324", "r367", "r368", "r380" ], "lang": { "en-US": { "role": { "documentation": "Information by type of retirement benefit plan. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Axis]", "terseLabel": "Retirement Plan Type [Axis]" } } }, "localname": "RetirementPlanTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanTypeDomain": { "auth_ref": [ "r323", "r324", "r367", "r368", "r380" ], "lang": { "en-US": { "role": { "documentation": "Type of plan designed to provide participants with retirement benefits. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Domain]", "terseLabel": "Retirement Plan Type [Domain]" } } }, "localname": "RetirementPlanTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r165", "r166", "r167", "r313" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.", "label": "Revenue Recognition, Policy [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r131" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "terseLabel": "Revenues", "totalLabel": "Total revenues" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Revenues", "verboseLabel": "Revenues" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility [Member]" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SalesRevenueGoodsNet": { "auth_ref": [ "r129" ], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 1.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts.", "label": "Sales Revenue, Goods, Net", "terseLabel": "Company sales" } } }, "localname": "SalesRevenueGoodsNet", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ScenarioPreviouslyReportedMember": { "auth_ref": [ "r185", "r186", "r187" ], "lang": { "en-US": { "role": { "documentation": "Represents the amount as previously reported before the correction of an error or other adjustment.", "label": "Scenario, Previously Reported [Member]", "terseLabel": "Scenario, Previously Reported [Member]" } } }, "localname": "ScenarioPreviouslyReportedMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScenarioUnspecifiedDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Any scenario, that is, the particular reporting scenario is left unspecified. Scenarios distinguish among different kinds of business reporting facts, as for example actual versus budgeted figures.", "label": "Scenario, Unspecified [Domain]", "terseLabel": "Scenario, Unspecified [Domain]" } } }, "localname": "ScenarioUnspecifiedDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/IncomeTaxesDetails6", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r93" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "verboseLabel": "Accounts and notes receivable, net" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.", "label": "Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]", "terseLabel": "Accounts Payable and Other Current Liabilities" } } }, "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccumulatedBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock": { "auth_ref": [ "r370" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of accumulated benefit obligations and fair values of plan assets of pension plans and/or other employee benefit plans where the accumulated benefit obligation exceeds the fair value of plan assets.", "label": "Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block]", "terseLabel": "Pension plans with an accumulated benefit obligation in excess of pan assets" } } }, "localname": "ScheduleOfAccumulatedBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAllocationOfPlanAssetsTableTextBlock": { "auth_ref": [ "r340" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the major categories of plan assets of pension plans and/or other employee benefit plans. This information may include, but is not limited to, the target allocation of plan assets, the fair value of each major category of plan assets, and the level within the fair value hierarchy in which the fair value measurements fall.", "label": "Schedule of Allocation of Plan Assets [Table Text Block]", "terseLabel": "Fair values of pension plan assets" } } }, "localname": "ScheduleOfAllocationOfPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAmountsRecognizedInBalanceSheetTableTextBlock": { "auth_ref": [ "r339" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the amounts that are recognized in the balance sheet (or statement of financial position) for pension plans and/or other employee benefit plans, showing separately the assets and current and noncurrent liabilities (if applicable) recognized.", "label": "Schedule of Amounts Recognized in Balance Sheet [Table Text Block]", "terseLabel": "Amounts recognized in the Consolidated Balance Sheet" } } }, "localname": "ScheduleOfAmountsRecognizedInBalanceSheetTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAssumptionsUsedTableTextBlock": { "auth_ref": [ "r358" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the assumptions used to determine for pension plans and/or other employee benefit plans the benefit obligation and net benefit cost, including assumed discount rates, rate increase in compensation increase, and expected long-term rates of return on plan assets.", "label": "Schedule of Assumptions Used [Table Text Block]", "terseLabel": "Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost" } } }, "localname": "ScheduleOfAssumptionsUsedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock": { "auth_ref": [ "r369" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the aggregate benefit obligation and aggregate fair value of plan assets for pension plans and/or other employee benefit plans with benefit obligations in excess of plan assets as of the measurement date.", "label": "Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block]", "terseLabel": "Pension plans with a projected benefit obligation in excess of plan assets" } } }, "localname": "ScheduleOfBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of supplemental cash flow information for the periods presented.", "label": "Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]", "terseLabel": "Cash paid for interest and income taxes, and significant non-cash investing and financing activities" } } }, "localname": "ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r466" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Details of income tax provision (benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCondensedBalanceSheetTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of condensed balance sheet, including, but not limited to, balance sheets of consolidated entities and consolidation eliminations.", "label": "Condensed Balance Sheet [Table Text Block]", "terseLabel": "Condensed Balance Sheet [Table Text Block]" } } }, "localname": "ScheduleOfCondensedBalanceSheetTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCondensedIncomeStatementTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of condensed income statement, including, but not limited to, income statements of consolidated entities and consolidation eliminations.", "label": "Condensed Income Statement [Table Text Block]", "terseLabel": "Condensed Income Statement [Table Text Block]" } } }, "localname": "ScheduleOfCondensedIncomeStatementTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r89", "r172", "r306", "r307", "r308", "r309", "r555", "r556", "r558", "r600" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Senior Unsecured Notes issued that remain outstanding" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.", "label": "Schedule of Debt [Table Text Block]", "terseLabel": "Schedule of Debt [Table Text Block]" } } }, "localname": "ScheduleOfDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r458" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Details of deferred tax assets (liabilities)" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTable": { "auth_ref": [ "r367", "r368", "r371", "r372", "r376" ], "lang": { "en-US": { "role": { "documentation": "Disclosures about an individual defined benefit pension plan or an other postretirement defined benefit plan. It may be appropriate to group certain similar plans. Also includes schedule for fair value of plan assets by major categories of plan assets by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), Significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Defined Benefit Plans Disclosures [Table]", "terseLabel": "Schedule of Defined Benefit Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock": { "auth_ref": [ "r508", "r515" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) [Table Text Block]", "terseLabel": "Derivative Instruments, Gain (Loss) [Table Text Block]" } } }, "localname": "ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r194" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Earnings Per Common Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/EarningsPerCommonShareEpsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r439" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Effective income tax and tax rate reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r227" ], "lang": { "en-US": { "role": { "documentation": "Information by name of investment, including named security. Excludes consolidated entity.", "label": "Investment, Name [Axis]", "terseLabel": "Equity Method Investee, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Schedule of Equity Method Investments [Line Items]", "terseLabel": "Schedule of Equity Method Investments [Line Items]" } } }, "localname": "ScheduleOfEquityMethodInvestmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentsTable": { "auth_ref": [ "r228" ], "lang": { "en-US": { "role": { "documentation": "Summarization of information required and determined to be disclosed concerning equity method investments in common stock. The summarized information includes: (a) the name of each investee or group of investees for which combined disclosure is appropriate, (2) the percentage ownership of common stock, (3) the difference, if any, between the carrying amount of an investment and the value of the underlying equity in the net assets and the accounting treatment of difference, if any, and (4) the aggregate value of each identified investment based on its quoted market price, if available.", "label": "Schedule of Equity Method Investments [Table]", "terseLabel": "Schedule of Equity Method Investments [Table]" } } }, "localname": "ScheduleOfEquityMethodInvestmentsTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfExpectedBenefitPaymentsTableTextBlock": { "auth_ref": [ "r347" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of benefits expected to be paid by pension plans and/or other employee benefit plans in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter.", "label": "Schedule of Expected Benefit Payments [Table Text Block]", "terseLabel": "Expected benefit payments" } } }, "localname": "ScheduleOfExpectedBenefitPaymentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r527" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Fair Value Measurements, Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r241", "r243" ], "lang": { "en-US": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r241", "r243" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Changes in the carrying amount of goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGuaranteeObligationsTable": { "auth_ref": [ "r292" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure about the type or nature of guarantees, for example performance, indemnification, payment and other guarantees, and related information such as term, origin and purpose, triggering event, maximum exposure, and carrying value. Represents the guarantor's disclosures which include the information about each guarantee, or each group of similar guarantees, even if the likelihood of the guarantor's need to make any payments under the guarantee is remote. This excludes disclosures for product warranties.", "label": "Schedule of Guarantor Obligations [Table]", "terseLabel": "Schedule of Guarantor Obligations [Table]" } } }, "localname": "ScheduleOfGuaranteeObligationsTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r174" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Income before income taxes" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetBenefitCostsTableTextBlock": { "auth_ref": [ "r349" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of net benefit costs for pension plans and/or other employee benefit plans including service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) recognized due to settlements or curtailments.", "label": "Schedule of Net Benefit Costs [Table Text Block]", "terseLabel": "Components of net periodic benefit cost" } } }, "localname": "ScheduleOfNetBenefitCostsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetFundedStatusTableTextBlock": { "auth_ref": [ "r339" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of net funded status of pension plans and/or other employee benefit plans.", "label": "Schedule of Net Funded Status [Table Text Block]", "terseLabel": "Funded status of pension plans" } } }, "localname": "ScheduleOfNetFundedStatusTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r73", "r265" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Schedule of Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r198" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "terseLabel": "Schedule of Quarterly Financial Information" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r204", "r205", "r206", "r211", "r241" ], "lang": { "en-US": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r204", "r205", "r206", "r211", "r241" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Schedule of Segment Reporting Information, by Segment" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r386", "r408" ], "lang": { "en-US": { "role": { "documentation": "Components of an equity-based arrangement under which compensation is awarded to employees, typically comprised of compensation expense; changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan; and cash flow effects resulting from the equity-based payment arrangement. Component disclosures are by type of award and plan name.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsAndStockAppreciationRightsAwardActivityTableTextBlock": { "auth_ref": [ "r392" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for stock options and stock appreciation rights that were outstanding at the beginning and end of the year, exercisable at the end of the year, and the number of stock options and stock appreciation rights that were granted, exercised or converted, forfeited, and expired during the year.", "label": "Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity [Table Text Block]", "terseLabel": "Summary of award activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsAndStockAppreciationRightsAwardActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SecuredDebtMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Collateralized debt obligation backed by, for example, but not limited to, pledge, mortgage or other lien on the entity's assets.", "label": "Secured Debt [Member]", "terseLabel": "Secured Debt [Member]" } } }, "localname": "SecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentContinuingOperationsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Component of an entity expected to operate in the foreseeable future.", "label": "Continuing Operations [Member]", "terseLabel": "Continuing Operations [Member]" } } }, "localname": "SegmentContinuingOperationsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails4", "http://www.yum.com/role/IncomeTaxesDetails5", "http://www.yum.com/role/IncomeTaxesDetails6", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/OtherIncomeExpenseDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentDiscontinuedOperationsMember": { "auth_ref": [ "r4", "r5", "r6", "r7" ], "lang": { "en-US": { "role": { "documentation": "Component or group of components disposed of or classified as held-for-sale and representing a strategic shift that has or will have a major effect on operations and financial results. Includes a business or nonprofit activity on acquisition classified as held-for-sale.", "label": "Discontinued Operations [Member]", "terseLabel": "Discontinued Operations [Member]" } } }, "localname": "SegmentDiscontinuedOperationsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/DiscontinuedOperationsTables", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentGeographicalDomain": { "auth_ref": [ "r1", "r213", "r644" ], "lang": { "en-US": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Segment, Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentOperatingActivitiesDomain": { "auth_ref": [ "r203", "r207" ], "lang": { "en-US": { "role": { "documentation": "Operations of an entity including continuing and discontinued operations.", "label": "Operating Activities [Domain]", "terseLabel": "Operating Activities [Domain]" } } }, "localname": "SegmentOperatingActivitiesDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/DiscontinuedOperationsTables", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails4", "http://www.yum.com/role/IncomeTaxesDetails5", "http://www.yum.com/role/IncomeTaxesDetails6", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/OtherIncomeExpenseDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r214" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Reportable Operating Segments" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegments" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SeniorLongTermNotes": { "auth_ref": [ "r89" ], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of Notes with the highest claim on the assets of the issuer in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion. Senior note holders are paid off in full before any payments are made to junior note holders.", "label": "Senior Notes, Noncurrent", "terseLabel": "Senior Notes, Noncurrent" } } }, "localname": "SeniorLongTermNotes", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r153" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.", "label": "Share-based Compensation", "terseLabel": "Share-based compensation expense" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r387" ], "lang": { "en-US": { "role": { "documentation": "Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Vesting period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingRights": { "auth_ref": [ "r387" ], "lang": { "en-US": { "role": { "documentation": "Description of award terms as to how many shares or portion of an award are no longer contingent on satisfaction of either a service condition, market condition or a performance condition, thereby giving the employee the legal right to convert the award to shares, to sell the shares, and be entitled to the cash proceeds of such sale. For example, vesting may be expressed as being 25 percent of the shares under option on each anniversary of the grant date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights", "terseLabel": "Graded vesting schedule of grants made to executives under other stock award plans" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingRights", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r398" ], "lang": { "en-US": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "terseLabel": "Unvested RSUs and PSUs" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]", "terseLabel": "Award Valuation" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r404" ], "lang": { "en-US": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Expected dividend yield (in hundredths)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r403" ], "lang": { "en-US": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r405" ], "lang": { "en-US": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate (in hundredths)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r408" ], "lang": { "en-US": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant", "terseLabel": "Approximate number of shares available for grant (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r395" ], "lang": { "en-US": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Exercisable at the end of the year (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r395" ], "lang": { "en-US": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Exercisable at the end of the year, Weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r400" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "auth_ref": [ "r397" ], "lang": { "en-US": { "role": { "documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period", "negatedTerseLabel": "Forfeited or expired (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r397" ], "lang": { "en-US": { "role": { "documentation": "Weighted average price of options that were either forfeited or expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r399" ], "lang": { "en-US": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r408" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r394", "r408" ], "lang": { "en-US": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "terseLabel": "Options outstanding at the end of the year (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r393" ], "lang": { "en-US": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "terseLabel": "Options outstanding at the end of the year, Weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r383", "r389" ], "lang": { "en-US": { "role": { "documentation": "Equity-based compensation award.", "label": "Equity Award [Domain]", "terseLabel": "Equity Award [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Exercised, Weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted, Weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r166", "r386", "r390" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.", "label": "Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]", "terseLabel": "Share-Based Employee Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ShareRepurchaseProgramAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by share repurchase program.", "label": "Share Repurchase Program [Axis]", "terseLabel": "Share Repurchase Program [Axis]" } } }, "localname": "ShareRepurchaseProgramAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareRepurchaseProgramDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the share repurchase program.", "label": "Share Repurchase Program [Domain]", "terseLabel": "Share Repurchase Program [Domain]" } } }, "localname": "ShareRepurchaseProgramDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r388" ], "lang": { "en-US": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r402", "r420" ], "lang": { "en-US": { "role": { "documentation": "Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected term (years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r408" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Exercisable at the end of the year, Aggregate intrinsic value (in dollars)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r408" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r401" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "auth_ref": [ "r391" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharesIssued": { "auth_ref": [ "r305" ], "lang": { "en-US": { "role": { "documentation": "Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.", "label": "Shares, Issued", "periodEndLabel": "Balance (in shares)", "periodStartLabel": "Balance (in shares)" } } }, "localname": "SharesIssued", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermBankLoansAndNotesPayable": { "auth_ref": [ "r75", "r617" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of borrowings from a bank classified as other, maturing within one year or operating cycle, if longer.", "label": "Short-term Bank Loans and Notes Payable", "terseLabel": "Short-term Bank Loans and Notes Payable" } } }, "localname": "ShortTermBankLoansAndNotesPayable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermBorrowings": { "auth_ref": [ "r50", "r581", "r609" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.", "label": "Short-term Debt", "terseLabel": "Short-term borrowings", "totalLabel": "Total Short-term Borrowings", "verboseLabel": "Other Assets" } } }, "localname": "ShortTermBorrowings", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermBorrowingsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Short-term Debt [Abstract]", "terseLabel": "Short-term Borrowings" } } }, "localname": "ShortTermBorrowingsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeAxis": { "auth_ref": [ "r79" ], "lang": { "en-US": { "role": { "documentation": "Information by type of short-term debt arrangement.", "label": "Short-term Debt, Type [Axis]", "terseLabel": "Short-term Debt, Type [Axis]" } } }, "localname": "ShortTermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeDomain": { "auth_ref": [ "r77" ], "lang": { "en-US": { "role": { "documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing.", "label": "Short-term Debt, Type [Domain]", "terseLabel": "Short-term Debt, Type [Domain]" } } }, "localname": "ShortTermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r180" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Summary of Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleAmountOfUnrecordedBenefit": { "auth_ref": [ "r442" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of the unrecognized tax benefit of a position taken for which it is reasonably possible that the total amount thereof will significantly increase or decrease within twelve months of the balance sheet date.", "label": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit", "negatedLabel": "Amount of unrecognized tax benefits that may decrease in the next 12 months", "terseLabel": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit" } } }, "localname": "SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleAmountOfUnrecordedBenefit", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4", "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]", "terseLabel": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]" } } }, "localname": "SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleNatureOfUncertaintyDomain": { "auth_ref": [ "r443" ], "lang": { "en-US": { "role": { "documentation": "The nature of the uncertainty for which it is reasonably possible that the total amount of the unrecognized tax benefit will significantly increase or decrease within twelve months of the balance sheet date.", "label": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain]", "terseLabel": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain]" } } }, "localname": "SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleNatureOfUncertaintyDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleTable": { "auth_ref": [ "r442" ], "lang": { "en-US": { "role": { "documentation": "A summary of unrecognized tax benefits for which a material change is reasonably possible in the next twelve months, typically including the nature of the uncertainty, the event(s) that could cause a material change, and an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made. An unrecognized tax benefit is the difference between a tax position taken in a tax return for which the resultant tax benefit has not been recognized in the financial statements because it is more likely than not, based on the technical merits of the position, that the tax position will not be sustained upon examination.", "label": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table]", "terseLabel": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table]" } } }, "localname": "SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Capitalized software costs" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "U.S. state [Member]", "verboseLabel": "State and Local Jurisdiction [Member]" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r201" ], "lang": { "en-US": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r90", "r305" ], "lang": { "en-US": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_StatementGeographicalAxis": { "auth_ref": [ "r1", "r213", "r316", "r317", "r644" ], "lang": { "en-US": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOperatingActivitiesSegmentAxis": { "auth_ref": [ "r201", "r203" ], "lang": { "en-US": { "role": { "documentation": "Information by continuing and discontinuing operations.", "label": "Operating Activities [Axis]", "terseLabel": "Operating Activities [Axis]" } } }, "localname": "StatementOperatingActivitiesSegmentAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/DiscontinuedOperationsTables", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails4", "http://www.yum.com/role/IncomeTaxesDetails5", "http://www.yum.com/role/IncomeTaxesDetails6", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/OtherIncomeExpenseDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementScenarioAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by scenario to be reported. Scenarios distinguish among different kinds of business reporting facts, as for example actual versus budgeted figures.", "label": "Scenario [Axis]", "terseLabel": "Scenario [Axis]" } } }, "localname": "StatementScenarioAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/IncomeTaxesDetails6", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementOfComprehensiveIncome", "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/EarningsPerCommonShareEpsDetails", "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r59", "r60", "r305", "r310", "r396" ], "lang": { "en-US": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedTerseLabel": "Exercised (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "auth_ref": [ "r59", "r60", "r310", "r385", "r399" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of stock (or other type of equity) issued during the period as a result of any equity-based compensation plan other than an employee stock ownership plan (ESOP), net of stock value of such awards forfeited. Stock issued could result from the issuance of restricted stock, the exercise of stock options, stock issued under employee stock purchase plans, and/or other employee benefit plans.", "label": "Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures", "terseLabel": "Compensation-related events (includes tax impact)" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramAuthorizedAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of stock repurchase plan authorized.", "label": "Stock Repurchase Program, Authorized Amount", "terseLabel": "Stock Repurchase Program, Authorized Amount" } } }, "localname": "StockRepurchaseProgramAuthorizedAmount1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount remaining of a stock repurchase plan authorized.", "label": "Stock Repurchase Program, Remaining Authorized Repurchase Amount", "terseLabel": "Stock Repurchase Program, Remaining Authorized Repurchase Amount" } } }, "localname": "StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedDuringPeriodShares": { "auth_ref": [ "r59", "r60", "r305", "r310" ], "lang": { "en-US": { "role": { "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Shares", "negatedLabel": "Repurchase of shares of Common Stock (in shares)", "terseLabel": "Stock Repurchased During Period, Shares" } } }, "localname": "StockRepurchasedDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchasedDuringPeriodValue": { "auth_ref": [ "r59", "r60", "r305", "r310" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Value", "negatedLabel": "Repurchase of shares of Common Stock", "negatedTerseLabel": "Stock Repurchased During Period, Value", "terseLabel": "Stock Repurchased During Period, Value" } } }, "localname": "StockRepurchasedDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ShareholdersEquityDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r60", "r63", "r64", "r220" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "totalLabel": "Total Shareholders' Equity - YUM! Brands, Inc." } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Shareholders' Equity", "verboseLabel": "Shareholders' Equity (Deficit)" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r479", "r480", "r491" ], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Balance", "periodStartLabel": "Balance", "terseLabel": "Total Shareholders' Equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r312" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Shareholders' Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShareholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityPolicyTextBlock": { "auth_ref": [ "r165", "r166", "r304" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for its capital stock transactions, including dividends and accumulated other comprehensive income.", "label": "Stockholders' Equity, Policy [Policy Text Block]", "terseLabel": "Common Stock Share Repurchases" } } }, "localname": "StockholdersEquityPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityTotalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of total stockholders' equity, when it serves as a benchmark in a concentration of risk calculation. Also called Net Assets.", "label": "Stockholders' Equity, Total [Member]", "terseLabel": "Stockholders' Equity, Total [Member]" } } }, "localname": "StockholdersEquityTotalMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r574" ], "lang": { "en-US": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r574" ], "lang": { "en-US": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r574" ], "lang": { "en-US": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note22SubsequentEventsSubsequentEventsDetails", "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r575" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events [Text Block]" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SummaryOfIncomeTaxContingenciesTextBlock": { "auth_ref": [ "r442", "r451", "r453" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure for tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Summary of Income Tax Contingencies [Table Text Block]", "terseLabel": "Unrecognized tax benefits reconciliation" } } }, "localname": "SummaryOfIncomeTaxContingenciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SummaryOfIncomeTaxExaminationsTextBlock": { "auth_ref": [ "r445", "r467" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of income tax examinations that an enterprise is currently subject to or that have been completed in the current period typically including a description of the examination, the jurisdiction conducting the examination, the tax year(s) under examination, the likelihood of an unfavorable settlement, the range of possible losses, the liability recorded, the increase or decrease in the liability from the prior period, and any penalties and interest that have been recorded.", "label": "Summary of Income Tax Examinations [Table Text Block]", "terseLabel": "Summary of income tax examinations" } } }, "localname": "SummaryOfIncomeTaxExaminationsTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SummaryOfOperatingLossCarryforwardsTextBlock": { "auth_ref": [ "r460" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Summary of Operating Loss Carryforwards [Table Text Block]", "terseLabel": "Loss carryforwards, by year of expiration" } } }, "localname": "SummaryOfOperatingLossCarryforwardsTextBlock", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowElementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Supplemental Cash Flow Elements [Abstract]" } } }, "localname": "SupplementalCashFlowElementsAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Cash Paid For:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardAxis": { "auth_ref": [ "r460" ], "lang": { "en-US": { "role": { "documentation": "Information by specific tax credit related to an unused tax credit.", "label": "Tax Credit Carryforward [Axis]", "terseLabel": "Tax Credit Carryforward [Axis]" } } }, "localname": "TaxCreditCarryforwardAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardValuationAllowance": { "auth_ref": [ "r457" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of valuation allowance pertaining to the deferred tax asset representing potential future taxable deductions from tax credit carryforwards for which it is more likely than not that a tax benefit will not be realized.", "label": "Tax Credit Carryforward, Valuation Allowance", "terseLabel": "Tax Credit Carryforward, Valuation Allowance" } } }, "localname": "TaxCreditCarryforwardValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxYear2017Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identified as tax year 2017.", "label": "Tax Year 2017 [Member]", "terseLabel": "U.S. Federal Tax Rate, prior to 2017 Tax Act [Domain]" } } }, "localname": "TaxYear2017Member", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "domainItemType" }, "us-gaap_TrademarksMember": { "auth_ref": [ "r474" ], "lang": { "en-US": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style.", "label": "Trademarks [Member]", "terseLabel": "Trademarks/brands [Member]" } } }, "localname": "TrademarksMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "us-gaap_TransactionDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Agreement between buyer and seller for the exchange of financial instruments.", "label": "Transaction [Domain]", "terseLabel": "Transaction [Domain]" } } }, "localname": "TransactionDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransactionTypeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of agreement between buyer and seller for the exchange of financial instruments.", "label": "Transaction Type [Axis]", "terseLabel": "Transaction Type [Axis]", "verboseLabel": "Transaction Type [Axis]" } } }, "localname": "TransactionTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TransferOfFinancialAssetsAccountedForAsSalesCashProceedsReceivedForAssetsDerecognizedAmount": { "auth_ref": [ "r576" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before counterparty netting, of cash proceeds received in transfers of derecognized financial assets from transactions which comprise an initial transfer and an agreement entered into in contemplation of the initial transfer resulting in retention of substantially all of the exposure to the economic return throughout the term of the transaction.", "label": "Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount", "negatedTerseLabel": "Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount" } } }, "localname": "TransferOfFinancialAssetsAccountedForAsSalesCashProceedsReceivedForAssetsDerecognizedAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Adoption and early adoption of sources of change to generally accepted accounting principles (GAAP) in the United States. The FASB released the FASB Accounting Standards Codification as the authoritative source of literature effective for interim and annual periods ending after September 15, 2009. As part of the Codification process, the FASB issues Accounting Standards Updates to amend the Codification but otherwise the Accounting Standards Updates are not authoritative in their own right. All previous accounting standards (such as FASB Statements of Financial Accounting Standards, FASB Interpretations, FASB Staff Positions, Emerging Issues Task Force Consensuses, other pronouncements of the FASB or other designated bodies, or other forms of GAAP are considered accounting pronouncements) were superseded upon the adoption of the Codification. For an interim period, references to the superseded standards are included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.", "label": "Type of Adoption [Domain]", "terseLabel": "Type of Adoption [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "us-gaap_USTreasuryAndGovernmentMember": { "auth_ref": [ "r590" ], "lang": { "en-US": { "role": { "documentation": "This category includes investments in debt securities issued by the United States Department of the Treasury, US Government Agencies and US Government-sponsored Enterprises. Such securities may include treasury bills (short-term maturities - one year or less), treasury notes (intermediate term maturities - two to ten years), and treasury bonds (long-term maturities - ten to thirty years), debt securities issued by the Government National Mortgage Association (Ginnie Mae) and debt securities issued by the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac).", "label": "US Treasury and Government [Member]", "terseLabel": "Fixed Income Securities - U.S. Government and Government Agencies [Member]" } } }, "localname": "USTreasuryAndGovernmentMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r430", "r471", "r601", "r630", "r646" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of undistributed earnings of foreign subsidiaries intended to be permanently reinvested outside the country of domicile.", "label": "Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Undistributed Earnings of Foreign Subsidiaries" } } }, "localname": "UndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r446" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "End of Year", "periodStartLabel": "Beginning of Year", "terseLabel": "Unrecognized Tax Benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4", "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r447" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Reductions for tax positions of prior years" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r449" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedTerseLabel": "Reductions for settlements" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r448" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Additions on tax positions related to the current year" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r447" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Additions for tax positions of prior years" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r450" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedTerseLabel": "Reductions due to statute expiration" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnsecuredDebtMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt obligation not collateralized by pledge of, mortgage of or other lien on the entity's assets.", "label": "Unsecured Debt [Member]", "terseLabel": "Unsecured Debt [Member]", "verboseLabel": "Senior Unsecured Notes [Member]" } } }, "localname": "UnsecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowanceByDeferredTaxAssetAxis": { "auth_ref": [ "r457" ], "lang": { "en-US": { "role": { "documentation": "Information by type of deferred tax consequences attributable to deductible temporary differences.", "label": "Valuation Allowance by Deferred Tax Asset [Axis]", "terseLabel": "Valuation Allowance by Deferred Tax Asset [Axis]" } } }, "localname": "ValuationAllowanceByDeferredTaxAssetAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r432" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "negatedTerseLabel": "Valuation Allowance, Change in Amount" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowanceLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Valuation Allowance [Line Items]", "terseLabel": "Valuation Allowance [Line Items]" } } }, "localname": "ValuationAllowanceLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceTable": { "auth_ref": [ "r457" ], "lang": { "en-US": { "role": { "documentation": "A listing of an entity's valuation allowances to reduce deferred tax assets to amounts which it is more likely than not will not be realized, including a description of the deferred tax assets for which the valuation allowance has been recorded and the amount of the valuation allowance.", "label": "Valuation Allowance [Table]", "terseLabel": "Valuation Allowance [Table]" } } }, "localname": "ValuationAllowanceTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowancesAndReservesDomain": { "auth_ref": [ "r179" ], "lang": { "en-US": { "role": { "documentation": "The entity's valuation, qualifying and reserve accounts that are either netted against the cost of an asset (in order to value it at its carrying value) or that reflect a liability established to represent expected future costs.", "label": "Valuation Allowances and Reserves [Domain]" } } }, "localname": "ValuationAllowancesAndReservesDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesTypeAxis": { "auth_ref": [ "r179" ], "lang": { "en-US": { "role": { "documentation": "Information by type of valuation and reserve accounts.", "label": "Valuation Allowances and Reserves Type [Axis]" } } }, "localname": "ValuationAllowancesAndReservesTypeAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAndQualifyingAccountsDisclosureLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Valuation and Qualifying Accounts Disclosure [Line Items]", "terseLabel": "Valuation and Qualifying Accounts Disclosure [Line Items]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAndQualifyingAccountsDisclosureTable": { "auth_ref": [ "r179" ], "lang": { "en-US": { "role": { "documentation": "A schedule of allowance and reserve accounts including their beginning and ending balances, as well as a reconciliation by type of activity during the period. Alternatively, disclosure of the required information may be within the footnotes to the financial statements or a supplemental schedule to the financial statements.", "label": "Valuation and Qualifying Accounts Disclosure [Table]", "terseLabel": "Valuation and Qualifying Accounts Disclosure [Table]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureTable", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r189", "r192" ], "calculation": { "http://www.yum.com/role/EarningsPerCommonShareEpsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-US": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "totalLabel": "Weighted-average common and dilutive potential common shares outstanding (for diluted calculation) (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/EarningsPerCommonShareEpsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r188", "r192" ], "calculation": { "http://www.yum.com/role/EarningsPerCommonShareEpsDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted-average common shares outstanding (for basic calculation) (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2017-01-31", "presentation": [ "http://www.yum.com/role/EarningsPerCommonShareEpsDetails" ], "xbrltype": "sharesItemType" }, "yum_A2004to2008Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2004 to 2008 [Member]", "label": "2004 to 2008 [Member]", "terseLabel": "2004 to 2008 [Member]" } } }, "localname": "A2004to2008Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "yum_A2015to2017Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Anticipated period of spend [Domain]", "label": "2015 to 2017 [Domain]", "terseLabel": "2015 to 2017 [Domain]" } } }, "localname": "A2015to2017Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_A2015to2018Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2015 to 2018 [Domain]", "label": "2015 to 2018 [Domain]", "terseLabel": "2015 to 2018 [Domain]" } } }, "localname": "A2015to2018Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_A2015to2018DomainDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2015 to 2018 [Domain] [Domain]", "label": "2015 to 2018 [Domain] [Domain]", "terseLabel": "2015 to 2018 [Domain] [Domain]" } } }, "localname": "A2015to2018DomainDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_A2017to2018Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2017 to 2018 [Domain]", "label": "2017 to 2018 [Domain]", "terseLabel": "2017 to 2018 [Domain]" } } }, "localname": "A2017to2018Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_A2018DomainMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2018 [Domain] [Member]", "label": "2018 [Domain] [Member]", "terseLabel": "2018 [Domain] [Member]" } } }, "localname": "A2018DomainMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "yum_A53rdWeekImpactMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "53rd Week Impact [Member]", "label": "53rd Week Impact [Member]", "terseLabel": "53rd Week Impact [Member]" } } }, "localname": "A53rdWeekImpactMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "domainItemType" }, "yum_AccountingStandardsUpdated201707Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Updated 2017-07 [Domain]", "label": "Accounting Standards Updated 2017-07 [Domain]", "terseLabel": "Accounting Standards Updated 2017-07 [Domain]" } } }, "localname": "AccountingStandardsUpdated201707Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "yum_ActivityRelatedToReservesForRemainingLeaseObligationsRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Activity Related To Reserves For Remaining Lease Obligations [Roll Forward]", "terseLabel": "Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]" } } }, "localname": "ActivityRelatedToReservesForRemainingLeaseObligationsRollForward", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "yum_AdvertisingCooperativeAssetsRestricted": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Aggregate amount of assets of advertising cooperatives which we control and consolidate. Assets consist primarily of cash received from the Company and franchisees and accounts receivable from franchisees, and can only be used for selected purposes and are considered restricted.", "label": "Advertising cooperative assets, restricted", "terseLabel": "Advertising cooperative assets, restricted" } } }, "localname": "AdvertisingCooperativeAssetsRestricted", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "yum_AdvertisingCooperativeLiabilities": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate amount of liabilities of advertising cooperatives which we control and consolidate. Liabilities consist of obligations arising from the receipt of contributions to purchase advertising and promotional programs.", "label": "Advertising cooperative liabilities", "terseLabel": "Advertising cooperative liabilities" } } }, "localname": "AdvertisingCooperativeLiabilities", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "yum_AdvertisingMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Advertising [Member]", "label": "Advertising [Member]", "terseLabel": "Advertising [Member]" } } }, "localname": "AdvertisingMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireWithinNextTwelveMonths": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of loss carryforwards expiring within the next twelve months following the date of the latest balance sheet presented in the financial statements.", "label": "Amount Of Operating and Capital Loss Carryforwards Due To Expire Within Next Twelve Months", "verboseLabel": "Amount of operating and capital loss carryforwards due to expire in 2016" } } }, "localname": "AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireWithinNextTwelveMonths", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireYearBetweenYearSixAndTwenty": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of loss carryforwards expiring between years six and twenty following the date of the latest balance sheet presented in the financial statements.", "label": "Amount Of Operating and Capital Loss Carryforwards Due To Expire Year Between Year Six And Twenty", "verboseLabel": "Amount of operating and capital loss carryforwards due to expire between 2021 and 2035" } } }, "localname": "AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireYearBetweenYearSixAndTwenty", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireYearBetweenYearTwoAndFive": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of loss carryforwards expiring between years two and five following the date of the latest balance sheet presented in the financial statements.", "label": "Amount Of Operating and Capital Loss Carryforwards Due To Expire Year Between Year Two And Five", "verboseLabel": "Amount of operating and capital loss carryforwards due to expire between 2017 and 2020" } } }, "localname": "AmountOfOperatingAndCapitalLossCarryforwardsDueToExpireYearBetweenYearTwoAndFive", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_AmountOfOperatingAndCapitalLossCarryforwardsWhichMayBeCarriedForwardIndefinitely": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of loss carryforwards which may be carried forward indefinitely.", "label": "Amount Of Operating and Capital Loss Carryforwards Which May Be Carried Forward Indefinitely", "terseLabel": "Amount of operating and capital loss carryforwards which may be carried forward indefinitely" } } }, "localname": "AmountOfOperatingAndCapitalLossCarryforwardsWhichMayBeCarriedForwardIndefinitely", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_AmountOfPossibleLossForContingencies": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Reflects the amount of possible loss from the specified contingency as of the balance sheet date.", "label": "Amount of possible loss for contingencies", "terseLabel": "Loss contingency, amount of guarantee" } } }, "localname": "AmountOfPossibleLossForContingencies", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2", "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_AmountofbasispointsTermLoanAandRevolvingFacilityinterestratereducedbyduetorepricing": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing", "label": "Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing", "terseLabel": "Amount of basis points Term Loan A and Revolving Facility interest rate reduced by due to repricing" } } }, "localname": "AmountofbasispointsTermLoanAandRevolvingFacilityinterestratereducedbyduetorepricing", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "integerItemType" }, "yum_AmountofbasispointsTermLoanBinterestratereducedbyduetorepricing": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of basis points Term Loan B interest rate reduced by due to repricing", "label": "Amount of basis points Term Loan B interest rate reduced by due to repricing", "terseLabel": "Amount of basis points Term Loan B interest rate reduced by due to repricing" } } }, "localname": "AmountofbasispointsTermLoanBinterestratereducedbyduetorepricing", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "integerItemType" }, "yum_AnnualMaturitiesOfShortTermBorrowingsAndLongTermDebtExlcudingCapitalLeaseObligationsAndDerivativeIntrumentAdjustmentsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Annual maturities of short-term borrowings and long-term debt, exlcuding capital lease obligations and derivative intrument adjustments [Table Text Block]", "label": "Annual maturities of short-term borrowings and long-term debt, exlcuding capital lease obligations and derivative intrument adjustments [Table Text Block]", "terseLabel": "Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments" } } }, "localname": "AnnualMaturitiesOfShortTermBorrowingsAndLongTermDebtExlcudingCapitalLeaseObligationsAndDerivativeIntrumentAdjustmentsTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "yum_AnticipatedachievementtimelineAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Anticipated achievement timeline [Axis]", "label": "Anticipated achievement timeline [Axis]", "terseLabel": "Anticipated achievement timeline [Axis]" } } }, "localname": "AnticipatedachievementtimelineAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "yum_AnticipatedachievementtimelineDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Anticipated achievement timeline [Axis]", "label": "Anticipated achievement timeline [Domain]", "terseLabel": "Anticipated achievement timeline [Domain]" } } }, "localname": "AnticipatedachievementtimelineDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_AnticipatedperiodofspendAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Anticipated period of spend [Axis]", "label": "Anticipated period of spend [Axis]", "terseLabel": "Anticipated period of spend [Axis]" } } }, "localname": "AnticipatedperiodofspendAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "yum_ApproximateNumberOfRestaurantsOperatedOnLeasedLandAndOrBuildings": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Approximate number of restaurants operated on leased land and/or buildings.", "label": "Approximate Number Of Restaurants Operated On Leased Land And Or Buildings", "terseLabel": "Approximate number of restaurants operated on leased land and/or buildings", "verboseLabel": "Approximate number of restaurants operated on leased land and/or buildings" } } }, "localname": "ApproximateNumberOfRestaurantsOperatedOnLeasedLandAndOrBuildings", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "integerItemType" }, "yum_Approximatenumberofunitsleasedorsubleasedtofranchisees": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Approximate number of units leased or subleased to franchisees", "label": "Approximate number of units leased or subleased to franchisees", "terseLabel": "Approximate number of units leased or subleased to franchisees" } } }, "localname": "Approximatenumberofunitsleasedorsubleasedtofranchisees", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "integerItemType" }, "yum_AwardDecreaseduetoSpin": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Award Decrease due to Spin", "label": "Award Decrease due to Spin", "negatedTerseLabel": "Award Decrease due to Spin" } } }, "localname": "AwardDecreaseduetoSpin", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "yum_AwardModificationDescription": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Award Modification Description", "label": "Award Modification Description", "terseLabel": "Award Modification Description" } } }, "localname": "AwardModificationDescription", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_BridgeFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Bridge Facility [Member]", "label": "Bridge Facility [Member]", "terseLabel": "Bridge Facility [Member]" } } }, "localname": "BridgeFacilityMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_Capitalleaseandotherdebtobligationstransferredthroughrefranchising": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Capital lease and other debt obligations transferred through refranchising", "label": "Capital lease and other debt obligations transferred through refranchising", "terseLabel": "Capital lease and other debt obligations transferred through refranchising" } } }, "localname": "Capitalleaseandotherdebtobligationstransferredthroughrefranchising", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "yum_CashCashEquivalentsandRestrictedCashaspresentedintheConsolidatedStatementofCashFlows": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cash, Cash Equivalents and Restricted Cash, Carrying Value\n\nNOTE: Restricted Cash is included in Prepaids and other current assets and Other assets on the Consolidated Balance Sheets", "label": "Cash, Cash Equivalents and Restricted Cash as presented in the Consolidated Statement of Cash Flows", "periodEndLabel": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - End of Year", "periodStartLabel": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Beginning of Year", "terseLabel": "Cash, Cash Equivalents and Restricted Cash as presented in the Consolidated Statement of Cash Flows" } } }, "localname": "CashCashEquivalentsandRestrictedCashaspresentedintheConsolidatedStatementofCashFlows", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "yum_ChangesInValuationAllowanceRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Changes In Valuation Allowance [Roll Forward]", "terseLabel": "Changes in valuation allowance [Roll Forward]" } } }, "localname": "ChangesInValuationAllowanceRollForward", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "yum_ClassA2IIINotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class A-2-III Notes [Member]", "label": "Class A-2-III Notes [Member]", "terseLabel": "Class A-2-III Notes [Member]" } } }, "localname": "ClassA2IIINotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ClassA2IINotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class A-2-II Notes [Member]", "label": "Class A-2-II Notes [Member]", "terseLabel": "Class A-2-II Notes [Member]" } } }, "localname": "ClassA2IINotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ClassA2INotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class A-2-I Notes [Member]", "label": "Class A-2-I Notes [Member]", "terseLabel": "Class A-2-I Notes [Member]" } } }, "localname": "ClassA2INotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ClassA2NotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class A-2 Notes [Member]", "label": "Class A-2 Notes [Member]", "terseLabel": "Class A-2 Notes [Member]" } } }, "localname": "ClassA2NotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ClosuresAndImpairmentExpenses": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Includes 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; in addition, the charge against earnings resulting from the impairment of restaurants we anticipate continuing to operate as Company stores.", "label": "Closures and impairment expenses", "negatedLabel": "Closures and impairment expenses", "terseLabel": "Closures and impairment (income) expenses", "totalLabel": "Closure and impairment (income) expenses" } } }, "localname": "ClosuresAndImpairmentExpenses", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows", "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "yum_ClosuresandimpairmentincomeexpensesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Closures and impairment (income) expenses [Member]", "label": "Closures and impairment (income) expenses [Member]", "terseLabel": "Closures and impairment (income) expenses" } } }, "localname": "ClosuresandimpairmentincomeexpensesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "domainItemType" }, "yum_CommitmentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Commitments [Abstract]", "terseLabel": "Commitments [Abstract]" } } }, "localname": "CommitmentsAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "yum_CompanyMatchOfParticipantContributionUpTo6OfEligibleCompensation": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Company match of participant contribution up to 6% of eligible compensation", "label": "Company match of participant contribution up to 6% of eligible compensation", "terseLabel": "Company match of participant contribution up to 6% of eligible compensation" } } }, "localname": "CompanyMatchOfParticipantContributionUpTo6OfEligibleCompensation", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "yum_CompanyOwnedStoresAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Company Owned Stores [Axis]", "label": "Company Owned Stores [Axis]", "terseLabel": "Company Owned Stores [Axis]" } } }, "localname": "CompanyOwnedStoresAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "stringItemType" }, "yum_CompanyOwnedStoresDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Company Owned Stores [Axis]", "label": "Company Owned Stores [Domain]", "terseLabel": "Company Owned Stores [Domain]" } } }, "localname": "CompanyOwnedStoresDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "domainItemType" }, "yum_ComparabilityofPriorYearFinancialDataTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Comparability of Prior Year Financial Data [Text Block]", "label": "Comparability of Prior Year Financial Data [Text Block]", "terseLabel": "Items Affecting Comparability of Net Income and Cash Flows" } } }, "localname": "ComparabilityofPriorYearFinancialDataTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlows" ], "xbrltype": "textBlockItemType" }, "yum_CondensedStatementOfComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Condensed Statement of Comprehensive Income [Abstract]", "label": "Condensed Statement of Comprehensive Income [Abstract]" } } }, "localname": "CondensedStatementOfComprehensiveIncomeAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_ContinuingFees": { "auth_ref": [], "calculation": { "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_FranchiseRevenue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Represents the amount of continuing fees in the period.", "label": "Continuing Fees", "terseLabel": "Continuing fees and rental income" } } }, "localname": "ContinuingFees", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails" ], "xbrltype": "monetaryItemType" }, "yum_ConversionMethodAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Conversion Method [Axis]", "label": "Conversion Method [Axis]", "terseLabel": "Conversion Method [Axis]" } } }, "localname": "ConversionMethodAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_ConversionMethodDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Conversion Method [Axis]", "label": "Conversion Method [Domain]", "terseLabel": "Conversion Method [Domain]" } } }, "localname": "ConversionMethodDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_CorporateexpensesincludingGAexcludingfranchiseandlicenseexpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Corporate expenses, including GA, excluding franchise and license expense", "label": "Corporate expenses, including GA, excluding franchise and license expense", "negatedTerseLabel": "Corporate expenses" } } }, "localname": "CorporateexpensesincludingGAexcludingfranchiseandlicenseexpense", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "yum_CostsassociatedwithKFCU.S.AccelerationAgreement": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Costs associated with KFC U.S. Acceleration Agreement", "label": "Costs associated with KFC U.S. Acceleration Agreement", "terseLabel": "Costs associated with KFC U.S. Acceleration Agreement" } } }, "localname": "CostsassociatedwithKFCU.S.AccelerationAgreement", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_CostsassociatedwithPHU.S.AccelerationAgreement": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Costs associated with PH U.S. Acceleration Agreement", "label": "Costs associated with PH U.S. Acceleration Agreement", "terseLabel": "Costs associated with PH U.S. Acceleration Agreement" } } }, "localname": "CostsassociatedwithPHU.S.AccelerationAgreement", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_CostsassociatedwiththespinoffoftheChinabusiness": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Costs associated with the spin-off of the China business", "label": "Costs associated with the spin-off of the China business", "terseLabel": "Costs associated with the planned spin-off of the China business" } } }, "localname": "CostsassociatedwiththespinoffoftheChinabusiness", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "yum_Cumulativefairvalueinexcessofpreviouslyrecordedexpenseandrelatedcosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cumulative fair value in excess of previously recorded expense and related costs", "label": "Cumulative fair value in excess of previously recorded expense and related costs", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost" } } }, "localname": "Cumulativefairvalueinexcessofpreviouslyrecordedexpenseandrelatedcosts", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "yum_DebtCovenantAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Covenant [Axis]", "label": "Debt Covenant [Axis]", "terseLabel": "Debt Covenant [Axis]" } } }, "localname": "DebtCovenantAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "yum_DebtCovenantDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Debt Covenant [Axis]", "label": "Debt Covenant [Domain]", "terseLabel": "Debt Covenant [Domain]" } } }, "localname": "DebtCovenantDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_DebtInstrumentBasisSpreadonVariableRateStepdown": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Basis Spread on Variable Rate, Stepdown", "label": "Debt Instrument, Basis Spread on Variable Rate, Stepdown", "terseLabel": "Debt Instrument, Basis Spread on Variable Rate, Stepdown" } } }, "localname": "DebtInstrumentBasisSpreadonVariableRateStepdown", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_DebtInstrumentInterestBaseRateOptionsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument Interest Base Rate Options [Axis]", "label": "Debt Instrument Interest Base Rate Options [Axis]" } } }, "localname": "DebtInstrumentInterestBaseRateOptionsAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "yum_DebtInstrumentInterestBaseRateOptionsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument Interest Base Rate Options [Domain]", "label": "Debt Instrument Interest Base Rate Options [Domain]" } } }, "localname": "DebtInstrumentInterestBaseRateOptionsDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_DebtInstrumentLowerRangeOfBasisSpreadOnVariableRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument Lower Range Of Basis Spread On Variable Rate", "label": "Debt Instrument Lower Range Of Basis Spread On Variable Rate", "terseLabel": "Debt instrument, lower range of basis spread on variable rate" } } }, "localname": "DebtInstrumentLowerRangeOfBasisSpreadOnVariableRate", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_DebtInstrumentUpperRangeOfBasisSpreadOnVariableRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument Upper Range Of Basis Spread On Variable Rate", "label": "Debt Instrument Upper Range Of Basis Spread On Variable Rate", "terseLabel": "Debt instrument, upper range of basis spread on variable rate" } } }, "localname": "DebtInstrumentUpperRangeOfBasisSpreadOnVariableRate", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_DebtServiceCoverageRatioCashTrapReserveAccountMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Service Coverage Ratio - Cash Trap Reserve Account [Member]", "label": "Debt Service Coverage Ratio - Cash Trap Reserve Account [Member]", "terseLabel": "Debt Service Coverage Ratio - Cash Trap Reserve Account [Member]" } } }, "localname": "DebtServiceCoverageRatioCashTrapReserveAccountMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_DebtServiceCoverageRatioRapidAmortizationEventsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Service Coverage Ratio - Rapid Amortization Events [Member]", "label": "Debt Service Coverage Ratio - Rapid Amortization Events [Member]", "terseLabel": "Debt Service Coverage Ratio - Rapid Amortization Events [Member]" } } }, "localname": "DebtServiceCoverageRatioRapidAmortizationEventsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_December2015Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "December 2015", "label": "December 2015 [Member]", "terseLabel": "December 2015 [Member]" } } }, "localname": "December2015Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_DecreaseduetoSpinWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Decrease due to Spin Weighted Average Exercise Price", "label": "Decrease due to Spin Weighted Average Exercise Price", "terseLabel": "Decrease due to Spin Weighted Average Exercise Price" } } }, "localname": "DecreaseduetoSpinWeightedAverageExercisePrice", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "yum_DeferredTaxAssetDeferredIncomeAndOther": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 9.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The tax effect as of the balance sheet date of the amount of the estimated future tax deductions attributable to income recognized only for tax purposes and which will reverse when recognized under generally accepted accounting principles and the amount of estimated future tax deductions arising from other temporary differences not otherwise specified in the taxonomy.", "label": "Deferred Tax Asset Deferred Income And Other", "terseLabel": "Deferred income and other" } } }, "localname": "DeferredTaxAssetDeferredIncomeAndOther", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_DeferredTaxAssetsChangesInJudgementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Changes in Judgement [Member]", "label": "Deferred Tax Assets, Changes in Judgement [Member]", "terseLabel": "Changes in Judgement" } } }, "localname": "DeferredTaxAssetsChangesInJudgementMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "yum_DeferredTaxAssetsCurrentYearOperationsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Current Year Operations [Member]", "label": "Deferred Tax Assets, Current Year Operations [Member]", "terseLabel": "Current Year Operations" } } }, "localname": "DeferredTaxAssetsCurrentYearOperationsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "yum_DeferredTaxLiabilitiesDeemedRepatriation": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails2": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Liabilities Deemed Repatriation", "label": "Deferred Tax Liabilities Deemed Repatriation", "negatedTerseLabel": "Deferred Tax Liabilities Deemed Repatriation", "terseLabel": "Deferred Tax Liabilities Deemed Repatriation" } } }, "localname": "DeferredTaxLiabilitiesDeemedRepatriation", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "monetaryItemType" }, "yum_DeferredVestedProjectMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Deferred Vested Project [Member]", "label": "Deferred Vested Project [Member]", "terseLabel": "Deferred Vested Project [Member]" } } }, "localname": "DeferredVestedProjectMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "yum_DefinedBenefitPlanAdministrativeExpenses": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Administrative expenses paid for managing plan assets.", "label": "Defined Benefit Plan Administrative Expenses", "negatedTerseLabel": "Defined Benefit Plan, Administrative expenses" } } }, "localname": "DefinedBenefitPlanAdministrativeExpenses", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_DefinedBenefitPlanMaximumPercentageOfPlanAssetsInvestedInEmployerSecurities": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Maximum allocated percentage in employer securities to total plan assets presented on a weighted-average basis as of the measurement date of the latest statement of financial position.", "label": "Defined Benefit Plan Maximum Percentage Of Plan Assets Invested In Employer Securities", "terseLabel": "Approximate percentage of total plan assets in investment that includes YUM stock (in hundredths)" } } }, "localname": "DefinedBenefitPlanMaximumPercentageOfPlanAssetsInvestedInEmployerSecurities", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "yum_DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAggregateAccumulatedBenefitObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation", "label": "Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation", "terseLabel": "Accumulated benefit obligation" } } }, "localname": "DefinedBenefitPlanPlansWithBenefitObligationsInExcessOfPlanAssetsAggregateAccumulatedBenefitObligation", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_DepreciationAndAmortizationExpenseRelatedToPropertyPlantAndEquipment": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Depreciation and amortization expense related to property, plant and equipment", "label": "Depreciation and amortization expense related to property, plant and equipment", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortizationExpenseRelatedToPropertyPlantAndEquipment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "yum_DerivativeInstrumentHedgeAccountingAdjustment": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Derivative Instrument Hedge Accounting Adjustment", "label": "Derivative Instrument Hedge Accounting Adjustment", "terseLabel": "Derivative Instrument Adjustments Excluded from Annual Maturities Table" } } }, "localname": "DerivativeInstrumentHedgeAccountingAdjustment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_DetailsOfRentalExpenseAndIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Details Of Rental Expense And Income [Abstract]", "terseLabel": "Details of rental expense and income [Abstract]" } } }, "localname": "DetailsOfRentalExpenseAndIncomeAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "yum_DivestitureOfBusinessAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Divestiture of Business [Abstract]", "label": "Divestiture of Business [Abstract]", "terseLabel": "Divestiture of Business [Abstract]" } } }, "localname": "DivestitureOfBusinessAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "yum_DocumentAndEntityInformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Document and Entity Information [Abstract]", "label": "Document And Entity Information [Abstract]" } } }, "localname": "DocumentAndEntityInformationAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_EffectiveIncomeTaxRateReconciliationAdjustmentsToReservesAndPriorYears": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate attributable to adjustments to reserves and previously reported amounts of income tax provision.", "label": "Effective Income Tax Rate Reconciliation Adjustments To Reserves And Prior Years", "terseLabel": "Adjustments to reserves and prior years (in hundredths)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAdjustmentsToReservesAndPriorYears", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "yum_EffectiveIncomeTaxRateReconciliationShareBasedCompensation": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Effective Income Tax Rate Reconciliation Share Based Compensation", "label": "Effective Income Tax Rate Reconciliation Share Based Compensation", "terseLabel": "Effective Income Tax Rate Reconciliation Share Based Compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationShareBasedCompensation", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "yum_EmployeeGroupAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Employee Group [Axis]", "label": "Employee Group [Axis]", "terseLabel": "Employee Group [Axis]" } } }, "localname": "EmployeeGroupAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_EmployeeGroupDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Employee Group [Axis]", "label": "Employee Group [Domain]", "terseLabel": "Employee Group [Domain]" } } }, "localname": "EmployeeGroupDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_EmployeeServiceSharebasedCompensationDeferredTaxBenefitfromCompensationExpense": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense", "label": "Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense", "terseLabel": "Employee Service Share-based Compensation, Deferred Tax Benefit from Compensation Expense" } } }, "localname": "EmployeeServiceSharebasedCompensationDeferredTaxBenefitfromCompensationExpense", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_EmployeeServiceSharebasedCompensationExcessTaxBenefitfromCompensationExpense": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense", "label": "Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense", "terseLabel": "Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense" } } }, "localname": "EmployeeServiceSharebasedCompensationExcessTaxBenefitfromCompensationExpense", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "yum_EmployeeServiceSharebasedCompensationTaxBenefitfromSharebasedPayments": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 9.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Employee Service Share-based Compensation, Excess Tax Benefit from Share-based Payments", "label": "Employee Service Share-based Compensation, Tax Benefit from Share-based Payments", "terseLabel": "Employee Service Share-based Compensation, Tax Benefit from Share-based Payments" } } }, "localname": "EmployeeServiceSharebasedCompensationTaxBenefitfromSharebasedPayments", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "monetaryItemType" }, "yum_EmployeeStockOptionAndSarsExercisesShares": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Stock [Member]: Employee stock option and SARs exercises, Shares", "label": "Employee Stock Option and SARs Exercises, Shares", "terseLabel": "Employee stock option and SARs exercises (in shares)" } } }, "localname": "EmployeeStockOptionAndSarsExercisesShares", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "sharesItemType" }, "yum_EmployeeStockOptionAndSarsExercisesValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value stock issued during the period as a result of the exercise of stock options and SARs.", "label": "Employee Stock Option and SARs Exercises, Value", "negatedTerseLabel": "Employee stock option and SARs exercises (includes tax impact)", "terseLabel": "Employee Stock Option and SARs Exercises, Value" } } }, "localname": "EmployeeStockOptionAndSarsExercisesValue", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "yum_EmployeeStockOptionAndSarsExercisesValueTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Common Stock [Member]: Employee stock option and SARs exercises, Value, Tax", "label": "Employee Stock Option And SARs Exercises Value, Tax", "negatedTerseLabel": "Employee Stock Option And SARs Exercises Value, Tax" } } }, "localname": "EmployeeStockOptionAndSarsExercisesValueTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical" ], "xbrltype": "monetaryItemType" }, "yum_EmployerMethodMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Employer Method [Member]", "label": "Employer Method [Member]", "terseLabel": "Employer Method [Member]" } } }, "localname": "EmployerMethodMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_EquitySecuritiesNonUsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This category includes information about ownership interests or the right to acquire ownership interests in non-U.S. corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type.", "label": "Equity Securities - Non US [Member]", "terseLabel": "Equity Securities - Non-U.S. [Member]" } } }, "localname": "EquitySecuritiesNonUsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "yum_EquitySecuritiesUsLargeCapMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This category includes information about ownership interests or the right to acquire ownership interests in U.S. large cap corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type.", "label": "Equity Securities - US Large cap [Member]", "terseLabel": "Equity Securities - U.S. Large cap [Member]" } } }, "localname": "EquitySecuritiesUsLargeCapMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "yum_EquitySecuritiesUsMidCapMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This category includes information about ownership interests or the right to acquire ownership interests in U.S. mid cap corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type.", "label": "Equity Securities - US Mid cap [Member]", "terseLabel": "Equity Securities - U.S. Mid cap [Member]" } } }, "localname": "EquitySecuritiesUsMidCapMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "yum_EquitySecuritiesUsSmallCapMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This category includes information about ownership interests or the right to acquire ownership interests in U.S. small cap corporations which ownership interest is represented by shares of common or preferred stock (which is neither mandatorily redeemable no redeemable at the option of the holder), convertible securities, stock rights, or stock warrants categorized by industry type.", "label": "Equity Securities - US Small cap [Member]", "terseLabel": "Equity Securities - U.S. Small cap [Member]" } } }, "localname": "EquitySecuritiesUsSmallCapMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "yum_ExcludingNoncontrollingInterestMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Excluding Noncontrolling Interest [Member]", "label": "Excluding Noncontrolling Interest [Member]", "terseLabel": "Total" } } }, "localname": "ExcludingNoncontrollingInterestMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "domainItemType" }, "yum_ExcludingtheimpactofretrospectivelyadoptingnewaccountingguidanceMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Excluding the impact of retrospectively adopting new accounting guidance [Member]", "label": "Excluding the impact of retrospectively adopting new accounting guidance [Member]", "terseLabel": "Excluding the impact of retrospectively adopting new accounting guidance [Member]" } } }, "localname": "ExcludingtheimpactofretrospectivelyadoptingnewaccountingguidanceMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_ExecutiveIncomeDeferralPlanMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Executive Income Deferral (EID) Plan that allows participants to defer receipt of a portion of their annual salary and all or a portion of their incentive compensation.", "label": "Executive Income Deferral Plan [Member]", "terseLabel": "Executive Income Deferral Plan [Member]" } } }, "localname": "ExecutiveIncomeDeferralPlanMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_ExecutivesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Executives [Domain]", "label": "Executives [Domain]", "terseLabel": "Executives [Domain]" } } }, "localname": "ExecutivesDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_ExistingMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Existing [Member]", "label": "Existing [Member]", "terseLabel": "Existing [Member]" } } }, "localname": "ExistingMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ExpectedBenefitPaymentsintheFollowingYear": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Expected Benefit Payments in the Following Year", "label": "Expected Benefit Payments in the Following Year", "terseLabel": "Discretionary funding contributions in next year" } } }, "localname": "ExpectedBenefitPaymentsintheFollowingYear", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_ExpectedbytheendofYumsStrategicTransformationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Expected by the end of Yum's Strategic Transformation [Axis]", "label": "Expected by the end of Yum's Strategic Transformation [Axis]", "terseLabel": "Expected by the end of Yum's Strategic Transformation [Axis]" } } }, "localname": "ExpectedbytheendofYumsStrategicTransformationAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "stringItemType" }, "yum_ExpectedbytheendofYumsStrategicTransformationDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Expected by the end of Yum's Strategic Transformation [Axis]", "label": "Expected by the end of Yum's Strategic Transformation [Domain]", "terseLabel": "Expected by the end of Yum's Strategic Transformation [Domain]" } } }, "localname": "ExpectedbytheendofYumsStrategicTransformationDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "domainItemType" }, "yum_ExpendituresforAdditionstoLongLivedAsset": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Expenditures for Additions to Long-Lived Asset", "label": "Expenditures for Additions to Long-Lived Asset", "terseLabel": "Expenditures for Additions to Long-Lived Asset" } } }, "localname": "ExpendituresforAdditionstoLongLivedAsset", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "monetaryItemType" }, "yum_ExpirationDateOfShareRepurchaseAuthorization": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Expiration date of share repurchase authorization.", "label": "Expiration Date Of Share Repurchase Authorization", "terseLabel": "Expiration Date Of Share Repurchase Authorization" } } }, "localname": "ExpirationDateOfShareRepurchaseAuthorization", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "dateItemType" }, "yum_FacilityActionsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Facility Actions [Abstract]", "terseLabel": "Facility Actions [Abstract]" } } }, "localname": "FacilityActionsAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "yum_FacilityActionsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Facility Actions [Line Items]", "terseLabel": "Facility Actions [Line Items]" } } }, "localname": "FacilityActionsLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "stringItemType" }, "yum_FacilityActionsTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Facility Actions [Table]", "terseLabel": "Facility Actions [Table]", "verboseLabel": "Items Affecting Comparibility of Net Income and Cash Flow [Table]" } } }, "localname": "FacilityActionsTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "stringItemType" }, "yum_FacilityActionsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Facility Actions [Table Text Block]", "label": "Facility Actions [Table Text Block]", "terseLabel": "Facility Actions" } } }, "localname": "FacilityActionsTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "textBlockItemType" }, "yum_FairValueGoodwillWrittenOffRelatedToSaleOfBusinessUnitMinimumYearsRefranchised": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "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.", "label": "Fair Value Goodwill Written Off Related To Sale Of Business Unit Minimum Years Refranchised", "terseLabel": "Fair Value Goodwill Written Off Related To Sale Of Business Unit Minimum Years Refranchised" } } }, "localname": "FairValueGoodwillWrittenOffRelatedToSaleOfBusinessUnitMinimumYearsRefranchised", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "integerItemType" }, "yum_FairValueOfPlanAssetsAmountSettledPriorToYearEndMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fair value of plan assets, amount settled prior to year end [Member]", "label": "Fair value of plan assets, amount settled prior to year end [Member]", "terseLabel": "Amount settled prior to year end [Member]" } } }, "localname": "FairValueOfPlanAssetsAmountSettledPriorToYearEndMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "domainItemType" }, "yum_FederalStateForeignandLocalTaxCreditsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Federal, State, Foreign and Local Tax Credits [Member]", "label": "Federal, State, Foreign and Local Tax Credits [Member]", "terseLabel": "Federal, State, Foreign and Local Tax Credits [Member]" } } }, "localname": "FederalStateForeignandLocalTaxCreditsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2" ], "xbrltype": "domainItemType" }, "yum_FiniteAndIndefiniteLivedIntangibleAssetsByMajorClassLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Finite And Indefinite-lIved Intangible Assets By Major Class [Line Items]", "label": "Finite And Indefinite-lIved Intangible Assets By Major Class [Line Items]" } } }, "localname": "FiniteAndIndefiniteLivedIntangibleAssetsByMajorClassLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "stringItemType" }, "yum_FiscalPeriodAdjustment": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Adjustment to the fiscal period due to year ending on the last Saturday in December.", "label": "Fiscal Period Adjustment", "terseLabel": "Week added as a result of the fiscal year ending on last Saturday in December" } } }, "localname": "FiscalPeriodAdjustment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_FiscalPeriodAdjustmentDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal Period Adjustment [Domain]", "label": "Fiscal Period Adjustment [Domain]", "terseLabel": "Fiscal Period Adjustment [Domain]" } } }, "localname": "FiscalPeriodAdjustmentDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "domainItemType" }, "yum_FiscalPeriodAdjustmentFrequency": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The frequency of adjusting the fiscal period as a result of the fiscal year ending on the last Saturday in December.", "label": "Fiscal Period Adjustment Frequency", "terseLabel": "Frequency of adding a week as a result of the fiscal year ending on the last Saturday in December" } } }, "localname": "FiscalPeriodAdjustmentFrequency", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_FiscalPeriodAdjustmentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal Period Adjustment [Line Items]", "label": "Fiscal Period Adjustment [Line Items]", "terseLabel": "Fiscal Period Adjustment [Line Items]" } } }, "localname": "FiscalPeriodAdjustmentLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_FiscalPeriodAdjustmentsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal Period Adjustments [Axis]", "label": "Fiscal Period Adjustments [Axis]", "terseLabel": "Fiscal Period Adjustments [Axis]" } } }, "localname": "FiscalPeriodAdjustmentsAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_FiscalPeriodAdjustmentsTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal Period Adjustments [Table]", "label": "Fiscal Period Adjustments [Table]", "terseLabel": "Fiscal Period Adjustments [Table]" } } }, "localname": "FiscalPeriodAdjustmentsTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_FiscalPeriodMonthsStandardFirstQuarter": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal period months standard first quarter", "label": "Fiscal period months standard first quarter", "terseLabel": "Fiscal period months standard first quarter" } } }, "localname": "FiscalPeriodMonthsStandardFirstQuarter", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "integerItemType" }, "yum_FiscalPeriodMonthsStandardFourthQuarter": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal period months standard fourth quarter", "label": "Fiscal period months standard fourth quarter", "terseLabel": "Fiscal period months standard fourth quarter" } } }, "localname": "FiscalPeriodMonthsStandardFourthQuarter", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "integerItemType" }, "yum_FiscalPeriodMonthsStandardSecondAndThirdQuarters": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal period months standard second and third quarters", "label": "Fiscal period months standard second and third quarters", "terseLabel": "Fiscal period months standard second and third quarters" } } }, "localname": "FiscalPeriodMonthsStandardSecondAndThirdQuarters", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "integerItemType" }, "yum_FiscalPeriodWeeksAdjustedFourthQuarter": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of weeks in the fourth quarter of each fiscal year if it is a 53 week fiscal year.", "label": "Fiscal Period Weeks Adjusted Fourth Quarter", "terseLabel": "Number of weeks in the fourth quarter of each fiscal year with 53 weeks" } } }, "localname": "FiscalPeriodWeeksAdjustedFourthQuarter", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "integerItemType" }, "yum_FiscalPeriodWeeksStandardFourthQuarterHistoricalCalendar": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of weeks in the fourth quarter of each fiscal year if it is a 52 week fiscal year.", "label": "Fiscal Period Weeks Standard Fourth Quarter - Historical Calendar", "terseLabel": "Number of weeks in the fourth quarter of each fiscal year with 52 weeks" } } }, "localname": "FiscalPeriodWeeksStandardFourthQuarterHistoricalCalendar", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "integerItemType" }, "yum_FiscalPeriodWeeksStandardHistoricalCalendar": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of weeks in each of the first three quarters of each fiscal year if it is a 52 week fiscal year.", "label": "Fiscal Period Weeks Standard - Historical Calendar", "terseLabel": "Number of weeks in each of the first three quarters of each fiscal year" } } }, "localname": "FiscalPeriodWeeksStandardHistoricalCalendar", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "integerItemType" }, "yum_FiscalYearAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Fiscal Year [Abstract]", "terseLabel": "Fiscal Year [Abstract]" } } }, "localname": "FiscalYearAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_FixedChargeCoverageRatioMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fixed Charge Coverage Ratio [Member]", "label": "Fixed Charge Coverage Ratio [Member]", "terseLabel": "Fixed Charge Coverage Ratio [Member]" } } }, "localname": "FixedChargeCoverageRatioMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ForeignCurrencyTransactionGainLossAndOtherIncomeExpenseBeforeTax": { "auth_ref": [], "calculation": { "http://www.yum.com/role/OtherIncomeExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Foreign currency transaction (gain) loss and other (income) expense, before tax", "label": "Foreign currency transaction (gain) loss and other (income) expense, before tax", "terseLabel": "Foreign currency transaction (gain) loss and other (income) expense, before tax" } } }, "localname": "ForeignCurrencyTransactionGainLossAndOtherIncomeExpenseBeforeTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "yum_ForeignTaxCreditDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Tax Credit [Domain]", "label": "Foreign Tax Credit [Domain]", "terseLabel": "Foreign Tax Credit [Domain]" } } }, "localname": "ForeignTaxCreditDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "domainItemType" }, "yum_FranchiseAndLicenseFeesAndIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Franchise And License Fees And Income [Abstract]", "terseLabel": "Franchise And License Fees And Income [Abstract]" } } }, "localname": "FranchiseAndLicenseFeesAndIncomeAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails" ], "xbrltype": "stringItemType" }, "yum_FranchiseAndLicenseFeesAndIncomeDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "FranchiseAndLicenseFeesAndIncomeDisclosure [Abstract]", "label": "Franchise And License Fees And Income Disclosure [Abstract]" } } }, "localname": "FranchiseAndLicenseFeesAndIncomeDisclosureAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_FranchiseAndLicenseFeesAndIncomeTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Franchise and license fees and income", "label": "Franchise and license fees and income [Text Block]", "terseLabel": "Franchise and license fees and income" } } }, "localname": "FranchiseAndLicenseFeesAndIncomeTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncome" ], "xbrltype": "textBlockItemType" }, "yum_FranchiseAndLicenseOperationsPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A company's accounting policy for franchise (the right to operate a business using the entity's name, merchandise, services, methodologies, promotional support, marketing, and supplies) and license (the right to use, but not own, certain of the entity's intangible assets) operations. Licensing arrangements include, but are not limited to, rights to use a patent, copyright, technology, manufacturing process, software or trademark.", "label": "Franchise And License Operations Policy [Text Block]", "terseLabel": "Franchise and License Operations" } } }, "localname": "FranchiseAndLicenseOperationsPolicyTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "yum_FranchiseLoanPoolGuaranteesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Franchise Loan Pool Guarantees [Member]", "label": "Franchise Loan Pool Guarantees [Member]" } } }, "localname": "FranchiseLoanPoolGuaranteesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "domainItemType" }, "yum_FranchiseandlicenseexpensesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Franchise costs [Member]", "label": "Franchise and license expenses [Member]", "terseLabel": "Franchise and license expenses [Member]" } } }, "localname": "FranchiseandlicenseexpensesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "yum_Freecashflowconversion": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Free cash flow conversion", "label": "Free cash flow conversion", "terseLabel": "Free cash flow conversion" } } }, "localname": "Freecashflowconversion", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "percentItemType" }, "yum_FutureLeasePaymentsDueFromFranchiseesOnNominalBasis": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future lease payments due from franchisees on a nominal basis", "label": "Future lease payments due from franchisees on a nominal basis", "terseLabel": "Future lease payments due from franchisees on a nominal basis" } } }, "localname": "FutureLeasePaymentsDueFromFranchiseesOnNominalBasis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "yum_GainLossassociatedwithcorporateaircraft": { "auth_ref": [], "calculation": { "http://www.yum.com/role/OtherIncomeExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Gain (Loss) associated with corporate aircraft", "label": "Gain (Loss) associated with corporate aircraft", "negatedTerseLabel": "Loss associated with corporate aircraft" } } }, "localname": "GainLossassociatedwithcorporateaircraft", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/OtherIncomeExpenseDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "yum_GainLossfromLittleSheepAcquistionandSubsequentImpairment": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Gain (Loss) from Little Sheep Acquistion and Subsequent Impairment", "label": "Gain (Loss) from Little Sheep Acquistion and Subsequent Impairment", "terseLabel": "Gain (Loss) from Little Sheep Acquistion and Subsequent Impairment" } } }, "localname": "GainLossfromLittleSheepAcquistionandSubsequentImpairment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "yum_GainLossonDispositionofPropertyPlantEquipmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gain (Loss) on Disposition of Property Plant Equipment [Member]", "label": "Gain (Loss) on Disposition of Property Plant Equipment [Member]", "terseLabel": "Gain (Loss) on Disposition of Property Plant Equipment [Member]" } } }, "localname": "GainLossonDispositionofPropertyPlantEquipmentMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "domainItemType" }, "yum_GainlossondispositionofassetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gain (loss) on disposition of assets [Member]", "label": "Gain (loss) on disposition of assets [Member]", "terseLabel": "Gain (loss) on disposition of assets [Member]" } } }, "localname": "GainlossondispositionofassetsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_GainsLossesRecognizedFromAllNonRecurringFairValueMeasurements": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "(Gains) losses recognized from all non-recurring fair value measurements", "label": "(Gains) losses recognized from all non-recurring fair value measurements", "terseLabel": "(Gains) losses recognized from all non-recurring fair value measurements" } } }, "localname": "GainsLossesRecognizedFromAllNonRecurringFairValueMeasurements", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails" ], "xbrltype": "monetaryItemType" }, "yum_GeneralandAdministrativeExpenseasapercentofsystemsales": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "General and Administrative Expense as a percent of system sales", "label": "General and Administrative Expense as a percent of system sales", "terseLabel": "General and Administrative Expense" } } }, "localname": "GeneralandAdministrativeExpenseasapercentofsystemsales", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "percentItemType" }, "yum_GoodwillAndIntangibleAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Goodwill and Intangible Assets [Abstract]", "terseLabel": "Goodwill and Intangible Assets [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "stringItemType" }, "yum_GoodwillDisposalsAndOtherNet": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Disclosure of goodwill write-offs associated with refranchising and the impact of foreign currency translation on existing goodwill balances.", "label": "Goodwill Disposals And Other Net", "terseLabel": "Disposals and other, net" } } }, "localname": "GoodwillDisposalsAndOtherNet", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "yum_GoodwillWrittenOffRelatedToSaleOfBusinessUnitYearsFromAcquisition": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Period of allotted time within the acquisition of a restaurant and then subsequent sale that the goodwill associated with the acquisition is written off in its entirety.", "label": "Goodwill Written Off Related To Sale Of Business Unit Years From Acquisition", "terseLabel": "Goodwill Written Off Related To Sale Of Business Unit Years From Acquisition" } } }, "localname": "GoodwillWrittenOffRelatedToSaleOfBusinessUnitYearsFromAcquisition", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "integerItemType" }, "yum_GuaranteeObligationsMaximumExposureAtPresentValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantee Obligations Maximum Exposure At Present Value", "terseLabel": "Present value of potential payments we could be required to make in the event of non-payment" } } }, "localname": "GuaranteeObligationsMaximumExposureAtPresentValue", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails" ], "xbrltype": "monetaryItemType" }, "yum_GuaranteeOfIndebtednessOfOthersByTypeOfGuranteeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantee of Indebtedness of Others, By type of Gurantee [Domain]", "label": "Guarantee of Indebtedness of Others, By Type of Gurantee [Domain]" } } }, "localname": "GuaranteeOfIndebtednessOfOthersByTypeOfGuranteeDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "domainItemType" }, "yum_GuaranteesOfIndebtednessOfOthersByTypeOfGuaranteeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantees of Indebtedness of Others, By Type Of Guarantee [Axis]", "label": "Guarantees of Indebtedness of Others, By Type Of Guarantee [Axis]" } } }, "localname": "GuaranteesOfIndebtednessOfOthersByTypeOfGuaranteeAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "stringItemType" }, "yum_GuarantorExposureaspercentofoutstandingloans": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantor Exposure as percent of outstanding loans", "label": "Guarantor Exposure as percent of outstanding loans", "terseLabel": "Guarantor Exposure as percent of outstanding loans" } } }, "localname": "GuarantorExposureaspercentofoutstandingloans", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails" ], "xbrltype": "percentItemType" }, "yum_ImpactOnNetIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Impact On Net Income [Abstract]", "terseLabel": "Impact on net income [Abstract]" } } }, "localname": "ImpactOnNetIncomeAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_ImpactOnNetIncomeTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of the components of share-based compensation expense and the related income tax benefits.", "label": "Impact On Net Income [Text Block]", "terseLabel": "Impact on net income" } } }, "localname": "ImpactOnNetIncomeTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansTables" ], "xbrltype": "textBlockItemType" }, "yum_ImpactOnNextYearsEffectiveTaxRateMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of Reasonably Possible Significant Change in Unrecognized Tax Benefit Which Would Affect Next Years' Effective Tax Rate [Member]", "label": "Impact On Next Years' Effective Tax Rate [Member]" } } }, "localname": "ImpactOnNextYearsEffectiveTaxRateMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4" ], "xbrltype": "domainItemType" }, "yum_ImpactofChangeinReportingCalendarTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Table Text Block] for Impact of Change in Reporting Calendar [Table]", "label": "Impact of Change in Reporting Calendar [Table Text Block]", "terseLabel": "Impact of Change in Reporting Calendar [Table Text Block]" } } }, "localname": "ImpactofChangeinReportingCalendarTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "textBlockItemType" }, "yum_ImpactofIndiaIntegrationintoOtherBrandDivisionsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Impact of India Integration into Other Brand Divisions [Member]", "label": "Impact of India Integration into Other Brand Divisions [Member]", "terseLabel": "Impact of India Integration into Other Brand Divisions [Member]" } } }, "localname": "ImpactofIndiaIntegrationintoOtherBrandDivisionsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "domainItemType" }, "yum_ImpactofYumChinaintercompanyfranchiseagreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Impact of Yum China intercompany franchise agreement [Member]", "label": "Impact of Yum China intercompany franchise agreement [Member]", "terseLabel": "Impact of Yum China intercompany franchise agreement [Member]" } } }, "localname": "ImpactofYumChinaintercompanyfranchiseagreementMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "domainItemType" }, "yum_ImpactofretrospectivelyadoptingnewaccountingguidanceonBenefitCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Impact of retrospectively adopting new accounting guidance on Benefit Costs", "label": "Impact of retrospectively adopting new accounting guidance on Benefit Costs", "terseLabel": "Impact of retrospectively adopting new accounting guidance on Benefit Costs" } } }, "localname": "ImpactofretrospectivelyadoptingnewaccountingguidanceonBenefitCosts", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "yum_ImpairmentOfInvestmentsInUnconsolidatedAffilitatesPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Describes an entity's accounting policy for recognizing and measuring the impairment of investments in unconsolidated affiliates.", "label": "Impairment Of Investments In Unconsolidated Affilitates Policy [Text Block]", "terseLabel": "Impairment of Investments in Unconsolidated Affiliates" } } }, "localname": "ImpairmentOfInvestmentsInUnconsolidatedAffilitatesPolicyTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "yum_Impairmenteffectontaxexpensebenefit": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Effect on Income tax expense (benefit) arising from asset impairment", "label": "Impairment effect on tax expense benefit", "terseLabel": "Impairment effect on tax expense (benefit)" } } }, "localname": "Impairmenteffectontaxexpensebenefit", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "yum_IncludingNoncontrollingInterestMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Including Noncontrolling Interest [Member]", "label": "Including Noncontrolling Interest [Member]", "terseLabel": "Total Permanent Equity" } } }, "localname": "IncludingNoncontrollingInterestMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "yum_IncomeTaxExaminationOpenTaxYearsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Income Tax Examination, Open Tax Years [Domain]", "label": "Income Tax Examination, Open Tax Years [Domain]", "terseLabel": "Income Tax Examination, Open Tax Years [Domain]" } } }, "localname": "IncomeTaxExaminationOpenTaxYearsDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "yum_IncomeTaxExaminationPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Income Tax Examination Payment", "label": "Income Tax Examination Payment", "terseLabel": "Income Tax Examination Payment" } } }, "localname": "IncomeTaxExaminationPayment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails5", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "monetaryItemType" }, "yum_IncomeTaxExaminationTaxYearsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Income Tax Examination, Tax Years [Axis]", "label": "Income Tax Examination, Tax Years [Axis]", "terseLabel": "Income Tax Examination, Tax Years [Axis]" } } }, "localname": "IncomeTaxExaminationTaxYearsAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "yum_IncomeTaxExpenseBenefitDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Income Tax Expense (Benefit) [Domain]", "label": "Income Tax Expense (Benefit) [Domain]", "terseLabel": "Income Tax Expense (Benefit) [Domain]" } } }, "localname": "IncomeTaxExpenseBenefitDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "yum_IncomeTaxReconciliationAdjustmentsToReservesAndPriorYears": { "auth_ref": [], "calculation": { "http://www.yum.com/role/IncomeTaxesDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The portion of the difference, between total income tax expense (benefit) as reported in the Income Statement for the period and the expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to reserves and previously reported amounts of income tax provision.", "label": "Income Tax Reconciliation Adjustments To Reserves And Prior Years", "terseLabel": "Adjustments to reserves and prior years" } } }, "localname": "IncomeTaxReconciliationAdjustmentsToReservesAndPriorYears", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "yum_IncrementalAdvertisingMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Incremental Advertising [Member]", "label": "Incremental Advertising [Member]", "terseLabel": "Incremental Advertising [Member]" } } }, "localname": "IncrementalAdvertisingMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details" ], "xbrltype": "domainItemType" }, "yum_InitialAndContinuingFranchiseAndLicenseFeesTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Initial And Continuing Franchise And License Fees [Table Text Block]", "label": "Initial And Continuing Franchise And License Fees [Table Text Block]", "terseLabel": "Franchise and License Fees and Income" } } }, "localname": "InitialAndContinuingFranchiseAndLicenseFeesTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeTables" ], "xbrltype": "textBlockItemType" }, "yum_InitialFeesNet": { "auth_ref": [], "calculation": { "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails": { "order": 3.0, "parentTag": "us-gaap_FranchiseRevenue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of initial franchise fees, including renewal fees, net of amounts included in refranchising gains in the period.", "label": "Initial Fees Net", "totalLabel": "Initial fees, net" } } }, "localname": "InitialFeesNet", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails" ], "xbrltype": "monetaryItemType" }, "yum_InitialFranchiseFeesIncludedInRefranchisingGains": { "auth_ref": [], "calculation": { "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails": { "order": 2.0, "parentTag": "yum_InitialFeesNet", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of initial franchise fees included in refranchising gains in the period.", "label": "Initial Franchise Fees Included In Refranchising Gains", "negatedTerseLabel": "Initial franchise fees included in refranchising (gain) loss" } } }, "localname": "InitialFranchiseFeesIncludedInRefranchisingGains", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FranchiseAndLicenseFeesAndIncomeDetails" ], "xbrltype": "monetaryItemType" }, "yum_Intendedreturntoshareholdersby2019": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Intended return to shareholders by 2019", "label": "Intended return to shareholders by 2019", "terseLabel": "Intended return to shareholders by 2019" } } }, "localname": "Intendedreturntoshareholdersby2019", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "monetaryItemType" }, "yum_InternalDevelopmentCostsAndAbandonedSitesCostsPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The company's accounting policy for the costs related to the acquisition and development of Company units and abandoned sites.", "label": "Internal Development Costs And Abandoned Sites Costs Policy [Text Block]", "terseLabel": "Internal Development Costs and Abandoned Site Costs" } } }, "localname": "InternalDevelopmentCostsAndAbandonedSitesCostsPolicyTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "yum_ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Items Affecting Comparability of Net Income and Cash Flows Disclosure [Abstract]", "label": "Items Affecting Comparability Of Net Income And Cash Flows Disclosure [Abstract]" } } }, "localname": "ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDisclosureAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_KFCGlobalDivisionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "KFC Global Division [Member]", "label": "KFC Global Division [Member]", "terseLabel": "KFC Global Division [Member]" } } }, "localname": "KFCGlobalDivisionMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "yum_KFCU.S.AccelerationAgreementCostCategoryAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "KFC U.S. Acceleration Agreement Cost Category [Axis]", "label": "KFC U.S. Acceleration Agreement Cost Category [Axis]", "terseLabel": "KFC U.S. Acceleration Agreement Cost Category [Axis]" } } }, "localname": "KFCU.S.AccelerationAgreementCostCategoryAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details" ], "xbrltype": "stringItemType" }, "yum_KFCU.S.AccelerationAgreementCostCategoryDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for KFC U.S. Acceleration Agreement Cost Category [Axis]", "label": "KFC U.S. Acceleration Agreement Cost Category [Domain]", "terseLabel": "KFC U.S. Acceleration Agreement Cost Category [Domain]" } } }, "localname": "KFCU.S.AccelerationAgreementCostCategoryDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details" ], "xbrltype": "domainItemType" }, "yum_KfcMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "KFC is a concept which operates in many countries and territories.", "label": "KFC [Member]", "terseLabel": "KFC" } } }, "localname": "KfcMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_LeaseReceivablesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Lease Receivables [Abstract]", "terseLabel": "Lease Receivables [Abstract]" } } }, "localname": "LeaseReceivablesAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "yum_LeasesTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing. In addition, this includes a description and amounts of lessor entity's leasing arrangements for operating, capital and leveraged leases.", "label": "Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LeasesTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "yum_LiborMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "LIBOR [Member]", "label": "LIBOR [Member]" } } }, "localname": "LiborMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_Limitondeductibilityofinterestexpense": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Limit on deductibility of interest expense", "label": "Limit on deductibility of interest expense", "terseLabel": "Limit on deductibility of interest expense" } } }, "localname": "Limitondeductibilityofinterestexpense", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "percentItemType" }, "yum_LineOfCreditFacilityMaximumCommitmentFromParticipatingBanks": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum amount of lending commitment from participating banks involved in the syndicated revolving credit facility.", "label": "Line Of Credit Facility Maximum Commitment From Participating Banks", "terseLabel": "Line of credit facility, maximum commitment from participating banks" } } }, "localname": "LineOfCreditFacilityMaximumCommitmentFromParticipatingBanks", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_LineOfCreditFacilityMinimumCommitmentFromParticipatingBanks": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of lending commitment from participating banks involved in the syndicated revolving credit facility.", "label": "Line Of Credit Facility Minimum Commitment From Participating Banks", "terseLabel": "Line of credit facility, minimum commitment from participating banks" } } }, "localname": "LineOfCreditFacilityMinimumCommitmentFromParticipatingBanks", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_LineOfCreditFacilityNumberOfParticipatingBanks": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of participating banks involved in the syndicated revolving credit facility.", "label": "Line Of Credit Facility Number Of Participating Banks", "terseLabel": "Line of credit facility, number of participating banks" } } }, "localname": "LineOfCreditFacilityNumberOfParticipatingBanks", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "integerItemType" }, "yum_LittleSheepGroupLimitedMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Little Sheep Group Limited [Member]", "label": "Little Sheep Group Limited [Member]", "terseLabel": "Little Sheep Group Limited [Member]" } } }, "localname": "LittleSheepGroupLimitedMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/IncomeTaxesDetails3", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "domainItemType" }, "yum_LittleSheepMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Little Sheep [Member]", "label": "Little Sheep [Member]", "terseLabel": "Little Sheep [Member]" } } }, "localname": "LittleSheepMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_LongLivedAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the property, plant, and equipment, intangible assets and goodwill attributed to the reportable segment for use in the production or supply of goods and services, for rental to others, or for administrative purposes, net of accumulated depreciation or amortization.", "label": "Long Lived Assets", "terseLabel": "Long-Lived Assets" } } }, "localname": "LongLivedAssets", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "yum_LongTermDebtAndCapitalLeaseObligationsExcludingHedgeAccountingAdjustmentCurrent": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 4.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "LongTermDebtAndCapitalLeaseObligationsExcludingHedgeAccountingAdjustmentCurrent", "label": "Long Term Debt And Capital Lease Obligations Excluding Hedge Accounting Adjustment Current", "negatedLabel": "Current maturities of long-term debt" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsExcludingHedgeAccountingAdjustmentCurrent", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_LongTermDebtAndCapitalLeaseObligationsExcludingHedgeAccountingAdjustmentNoncurrent": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Long Term Debt And Capital Lease Obligations Excluding Hedge Accounting Adjustment Noncurrent", "label": "Long Term Debt And Capital Lease Obligations Excluding Hedge Accounting Adjustment Noncurrent", "terseLabel": "Long-term debt excluding long-term portion of hedge accounting adjustment" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsExcludingHedgeAccountingAdjustmentNoncurrent", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_LongTermIncentivePlansMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Comprised of the YUM! Brands, Inc. Long-Term Incentive Plan and the 1997 Long-Term Incentive Plan.", "label": "Long Term Incentive Plans [Member]", "terseLabel": "Long Term Incentive Plans [Member]" } } }, "localname": "LongTermIncentivePlansMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_LongtermDebtAnticipatedRepaymentDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of timing of expected repayments to fully repay the principal of long-term debt.", "label": "Long-term Debt, Anticipated Repayment Date", "terseLabel": "Long-term Debt, Anticipated Repayment Date" } } }, "localname": "LongtermDebtAnticipatedRepaymentDate", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "integerItemType" }, "yum_Longtermdebtandcapitallessobligationsincludingcurrentmaturitiesanddebtissuancecosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Long-term debt and capital less obligations, including current maturities and debt issuance costs", "label": "Long-term debt and capital less obligations, including current maturities and debt issuance costs", "totalLabel": "Long-term debt and capital less obligations, including current maturities and debt issuance costs" } } }, "localname": "Longtermdebtandcapitallessobligationsincludingcurrentmaturitiesanddebtissuancecosts", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_LossattributabletononcontrollinginterestresultingfromLittleSheepAcquisitionandSubsequentImpairment": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Loss attributable to non-controlling interest resulting from Little Sheep Acquisition and Subsequent Impairment", "label": "Loss attributable to non-controlling interest resulting from Little Sheep Acquisition and Subsequent Impairment", "terseLabel": "Loss attributable to non-controlling interest resulting from Little Sheep Acquisition and Subsequent Impairment" } } }, "localname": "LossattributabletononcontrollinginterestresultingfromLittleSheepAcquisitionandSubsequentImpairment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "yum_LossesonextinguishmentofdebtrecordedinInterestexpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Losses on extinguishment of debt recorded in Interest expense", "label": "Losses on extinguishment of debt recorded in Interest expense", "terseLabel": "Interest Expense" } } }, "localname": "LossesonextinguishmentofdebtrecordedinInterestexpense", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_March2016Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "March 2016 [Member]", "label": "March 2016 [Member]", "terseLabel": "March 2016 [Member]" } } }, "localname": "March2016Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_MarktoMarketofYUMChinaFundsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Mark-to-Market of YUM China Funds [Member]", "label": "Mark-to-Market of YUM China Funds [Member]", "terseLabel": "Mark-to-Market of YUM China Funds [Member]" } } }, "localname": "MarktoMarketofYUMChinaFundsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_Maximum401KParticipantContributionOfEligibleCompensation": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Maximum 401(k) participant contribution of eligible compensation", "label": "Maximum 401(k) participant contribution of eligible compensation", "terseLabel": "Maximum 401(k) participant contribution of eligible compensation" } } }, "localname": "Maximum401KParticipantContributionOfEligibleCompensation", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "yum_MaximumCompanyMatchOfParticipantContributionOfEligibleCompensation": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Maximum company match of participant contribution of eligible compensation", "label": "Maximum company match of participant contribution of eligible compensation", "terseLabel": "Maximum company match of participant contribution of eligible compensation" } } }, "localname": "MaximumCompanyMatchOfParticipantContributionOfEligibleCompensation", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "percentItemType" }, "yum_MaximumDurationOfLeaseCommitmentsFromInception": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Maximum Duration Of Lease Commitments From Inception", "label": "Maximum Duration Of Lease Commitments From Inception", "terseLabel": "Maximum duration of lease commitments from inception for the vast majority of our lease commitments (in years)" } } }, "localname": "MaximumDurationOfLeaseCommitmentsFromInception", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "integerItemType" }, "yum_May2016Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "May 2016 [Member]", "label": "May 2016 [Member]", "terseLabel": "May 2016 [Member]" } } }, "localname": "May2016Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_MinimumPrincipalPaymentFailureAmountThatConstitutesDefault": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Minimum principal payment failure amount that constitutes default", "label": "Minimum principal payment failure amount that constitutes default", "terseLabel": "Minimum principal payment failure amount that constitutes default" } } }, "localname": "MinimumPrincipalPaymentFailureAmountThatConstitutesDefault", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_NetIncreaseDecreaseinCashCashEquivalentsRestrictedCashandRestrictedCashEquivalentsContinuingOperations": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents. Includes effect from exchange rate changes.", "label": "Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Continuing Operations", "totalLabel": "Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Continuing Operations" } } }, "localname": "NetIncreaseDecreaseinCashCashEquivalentsRestrictedCashandRestrictedCashEquivalentsContinuingOperations", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "yum_NetPayableForUnsettledTransactions": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Net Payable For Unsettled Transactions", "label": "Net Payable For Unsettled Transactions", "terseLabel": "Net Payable For Unsettled Transactions" } } }, "localname": "NetPayableForUnsettledTransactions", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_Nettransfersfromdiscontinuedoperations": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Net transfers from discontinued operations", "label": "Net transfers from discontinued operations", "terseLabel": "Net transfers from discontinued operations" } } }, "localname": "Nettransfersfromdiscontinuedoperations", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "yum_NewAccountingPronouncementorChangeinAccountingPrincipleAmountsPreviouslyPresentedasaFinancingActivitynowReclassifiedtoOperatingActivities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities", "label": "New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities", "terseLabel": "New Accounting Pronouncement or Change in Accounting Principle, Amounts Previously Presented as a Financing Activity now Reclassified to Operating Activities" } } }, "localname": "NewAccountingPronouncementorChangeinAccountingPrincipleAmountsPreviouslyPresentedasaFinancingActivitynowReclassifiedtoOperatingActivities", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "yum_NewAccountingPronouncementorChangeinAccountingPrincipleCumulativeEffectofChangeonTotalLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities", "label": "New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities", "terseLabel": "New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Total Liabilities" } } }, "localname": "NewAccountingPronouncementorChangeinAccountingPrincipleCumulativeEffectofChangeonTotalLiabilities", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "monetaryItemType" }, "yum_Noncontollinginterestlossuponredemption": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "noncontolling interest loss upon redemption", "label": "noncontolling interest loss upon redemption", "terseLabel": "noncontolling interest loss upon redemption" } } }, "localname": "Noncontollinginterestlossuponredemption", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "yum_November2012Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Date of authorization by Board of Directors to repurchase shares of Common Stock", "label": "November 2012 [Member]", "terseLabel": "November 2012 [Member]" } } }, "localname": "November2012Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_November2013Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "November 2013 [Member]", "label": "November 2013 [Member]", "terseLabel": "November 2013 [Member]" } } }, "localname": "November2013Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_November2014Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Date of authorization by Board of Directors to repurchase shares of Common Stock", "label": "November 2014 [Member]", "terseLabel": "November 2014 [Member]" } } }, "localname": "November2014Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_November2016Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "November 2016 [Member]", "label": "November 2016 [Member]", "terseLabel": "November 2016 [Member]" } } }, "localname": "November2016Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_November2017Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "November 2017 [Domain]", "label": "November 2017 [Domain]", "terseLabel": "November 2017 [Domain]" } } }, "localname": "November2017Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_NumberOfClassActionsFiledInUnitedStatesDistrictCourtForCentralDistrictOfCaliforniaAgainstCompanyAndCertainOfItsExecutiveOfficers": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of class actions filed in the United States District Court for the Central District of California against the company and certain of its executive officers", "label": "Number of class actions filed in the United States District Court for the Central District of California against the company and certain of its executive officers", "terseLabel": "Number of class actions filed in the United States District Court for the Central District of California against the company and certain of its executive officers" } } }, "localname": "NumberOfClassActionsFiledInUnitedStatesDistrictCourtForCentralDistrictOfCaliforniaAgainstCompanyAndCertainOfItsExecutiveOfficers", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "integerItemType" }, "yum_NumberOfConsecutiveYearsUsedAsPrimaryIndicatorOfPotentialImpairmentOfRestaurantAssets": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of consecutive years of operating losses used as the primary indicator of potential impairment for our semi-annual impairment testing of restaurant assets.", "label": "Number Of Consecutive Years Used As Primary Indicator Of Potential Impairment Of Restaurant Assets", "terseLabel": "Number of consecutive years of operating losses used as primary indicator of potential impairment for our semi-annual impairment testing of restaurant assets", "verboseLabel": "Number Of Consecutive Years Used As Primary Indicator Of Potential Impairment Of Restaurant Assets" } } }, "localname": "NumberOfConsecutiveYearsUsedAsPrimaryIndicatorOfPotentialImpairmentOfRestaurantAssets", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "integerItemType" }, "yum_NumberOfHomogeneousGroupsUsedToEstimateExpectedTermOfStockOptionAndSarAwards": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of homogeneous groups used to estimate expected term of stock option and SAR awards", "label": "Number of homogeneous groups used to estimate expected term of stock option and SAR awards", "terseLabel": "Number of homogeneous groups appropriate to group awards into when estimating expected term" } } }, "localname": "NumberOfHomogeneousGroupsUsedToEstimateExpectedTermOfStockOptionAndSarAwards", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "integerItemType" }, "yum_NumberOfMonthsUntilFirstRequiredInterestPaymentAfterDebtIssuance": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of months until first required interest payment after debt issuance", "label": "Number of months until first required interest payment after debt issuance", "terseLabel": "Number of months until first required interest payment after debt issuance" } } }, "localname": "NumberOfMonthsUntilFirstRequiredInterestPaymentAfterDebtIssuance", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "integerItemType" }, "yum_NumberOfPeriodsOrMonthsInAdvanceThatAllInternationalBusinessesExceptChinaCloseTheirBooks": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The amount of time (period or month) in advance that YUM's international businesses, except China, close their books to allow for facilitation of consolidated reporting.", "label": "Number of periods or months in advance that all international businesses except China close their books", "terseLabel": "Number of periods or months in advance that all international businesses except China and India close their books" } } }, "localname": "NumberOfPeriodsOrMonthsInAdvanceThatAllInternationalBusinessesExceptChinaCloseTheirBooks", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "stringItemType" }, "yum_NumberOfPeriodsOrMonthsInAdvanceThatCertainOfOurInternationalBusinessesCloseTheirBooks": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of periods or months in advance that certain of our international businesses close their books", "label": "Number of periods or months in advance that certain of our international businesses close their books", "terseLabel": "Number of periods or months in advance that certain of our international businesses close their books" } } }, "localname": "NumberOfPeriodsOrMonthsInAdvanceThatCertainOfOurInternationalBusinessesCloseTheirBooks", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "integerItemType" }, "yum_NumberOfStockAwardPlansInEffect": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of stock award plans in effect at balance sheet date.", "label": "Number of stock award plans in effect", "terseLabel": "Number of stock award plans in effect" } } }, "localname": "NumberOfStockAwardPlansInEffect", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "integerItemType" }, "yum_NumberOfUnconsolidatedAffiliates": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of investments in unconsolidated affiliates at the balance sheet date.", "label": "Number Of Unconsolidated Affiliates", "terseLabel": "Number Of Unconsolidated Affiliates" } } }, "localname": "NumberOfUnconsolidatedAffiliates", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "integerItemType" }, "yum_NumberofRestaurantsOperated": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Restaurants Operated", "label": "Number of Restaurants Operated", "terseLabel": "Approximate number of restaurants operated" } } }, "localname": "NumberofRestaurantsOperated", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "integerItemType" }, "yum_NumberofRestaurantsRefranchised": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Restaurants Refranchised", "label": "Number of Restaurants Refranchised", "terseLabel": "Number of Restaurants Refranchised" } } }, "localname": "NumberofRestaurantsRefranchised", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "integerItemType" }, "yum_NumberofrestaurantsintendedtoownbytheendofYumsStrategicTransformationInitiativesAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis]", "label": "Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis]", "terseLabel": "Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis]" } } }, "localname": "NumberofrestaurantsintendedtoownbytheendofYumsStrategicTransformationInitiativesAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "stringItemType" }, "yum_NumberofrestaurantsintendedtoownbytheendofYumsStrategicTransformationInitiativesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Axis]", "label": "Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Domain]", "terseLabel": "Number of restaurants intended to own by the end of Yum's Strategic Transformation Initiatives [Domain]" } } }, "localname": "NumberofrestaurantsintendedtoownbytheendofYumsStrategicTransformationInitiativesDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "domainItemType" }, "yum_Numberofsharesrepurchasedwithtradedatespriortocurrentreportingdatebutwithsettlementdatessubsequenttothecurrentreportingdate.": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date.", "label": "Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date.", "terseLabel": "Number of shares repurchased with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date." } } }, "localname": "Numberofsharesrepurchasedwithtradedatespriortocurrentreportingdatebutwithsettlementdatessubsequenttothecurrentreportingdate.", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "yum_Numberofyearsnotesreceivableanddirectfinancingleasesarebeyondandwouldbeincludedinotherassets": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of years notes receivable and direct financing leases are beyond and would be included in other assets", "label": "Number of years notes receivable and direct financing leases are beyond and would be included in other assets", "terseLabel": "Number of years notes receivable and direct financing leases are beyond and would be included in other assets" } } }, "localname": "Numberofyearsnotesreceivableanddirectfinancingleasesarebeyondandwouldbeincludedinotherassets", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "integerItemType" }, "yum_Numberofyearsnotesreceivableanddirectfinancingleasesareduewithinandwouldbeincludedinaccountsandnotesreceivable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable", "label": "Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable", "terseLabel": "Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable" } } }, "localname": "Numberofyearsnotesreceivableanddirectfinancingleasesareduewithinandwouldbeincludedinaccountsandnotesreceivable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "integerItemType" }, "yum_OperatingAndCapitalLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating and capital loss carryforwards [Line Items]", "terseLabel": "Operating and capital loss carryforwards [Line Items]" } } }, "localname": "OperatingAndCapitalLossCarryforwardsLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "stringItemType" }, "yum_OperatingAndCapitalLossCarryforwardsTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of operating and capital loss carryforwards.", "label": "Operating and Capital Loss Carryforwards [Table]" } } }, "localname": "OperatingAndCapitalLossCarryforwardsTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "stringItemType" }, "yum_OtherComprehensiveIncomeLossDefinedBenefitPlanPensionDataAdjustmentbeforeTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Other Comprehensive Income (Loss), Defined Benefit Plan, Pension Data Adjustment, before Tax", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Pension Data Adjustment, before Tax", "terseLabel": "Other Comprehensive Income (Loss), Defined Benefit Plan, Pension Data Adjustment, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossDefinedBenefitPlanPensionDataAdjustmentbeforeTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_OtherComprehensiveIncomeLossDefinedBenefitPlansCurtailmentGainLossbeforeTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax", "label": "Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax", "terseLabel": "Other Comprehensive Income (Loss),Defined Benefit Plans, Curtailment Gain (Loss), before Tax" } } }, "localname": "OtherComprehensiveIncomeLossDefinedBenefitPlansCurtailmentGainLossbeforeTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "monetaryItemType" }, "yum_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansReclassificationAdjustmentsTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Reclassification Adjustments, Tax", "label": "Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Reclassification Adjustments, Tax", "terseLabel": "Tax (expense) benefit on reclassification of pension and post-retirement losses to net income" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansReclassificationAdjustmentsTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "yum_OtherDefiniteLivedIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other definite-lived intangible assets not otherwise disclosed.", "label": "Other definite lived intangible assets [Member]", "terseLabel": "Other [Member]" } } }, "localname": "OtherDefiniteLivedIntangibleAssetsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "yum_OtherIncomeAndExpensesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Income and Expenses [Line Items]", "label": "Other Income and Expenses [Line Items]", "terseLabel": "Other Income and Expenses [Line Items]" } } }, "localname": "OtherIncomeAndExpensesLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "stringItemType" }, "yum_OtherIncomeAndExpensesTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Income and Expenses [Table]", "label": "Other Income and Expenses [Table]", "terseLabel": "Other Income and Expenses [Table]" } } }, "localname": "OtherIncomeAndExpensesTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "stringItemType" }, "yum_OtherPensionincomeexpense": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ConsolidatedStatementsOfIncome": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Other Pension (Income) Expense", "label": "Other Pension (income) expense", "negatedTerseLabel": "Other Pension (income) expense", "terseLabel": "Other Pension (income) expense" } } }, "localname": "OtherPensionincomeexpense", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfIncome", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "monetaryItemType" }, "yum_OtherpensionincomeexpenseMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other pension (income) expense [Member]", "label": "Other pension (income) expense [Member]", "terseLabel": "Other pension (income) expense [Member]" } } }, "localname": "OtherpensionincomeexpenseMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareholdersEquityDetails2", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "yum_OutsidetheU.S.Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Outside the U.S. [Member]", "label": "Outside the U.S. [Member]", "terseLabel": "Outside the U.S. [Member]" } } }, "localname": "OutsidetheU.S.Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "yum_PHU.S.AccelerationAgreementCostCategoryAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "PH U.S. Acceleration Agreement Cost Category [Axis]", "label": "PH U.S. Acceleration Agreement Cost Category [Axis]", "terseLabel": "PH U.S. Acceleration Agreement Cost Category [Axis]" } } }, "localname": "PHU.S.AccelerationAgreementCostCategoryAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details" ], "xbrltype": "stringItemType" }, "yum_PHU.S.AccelerationAgreementCostCategoryDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for PH U.S. Acceleration Agreement Cost Category [Axis]", "label": "PH U.S. Acceleration Agreement Cost Category [Domain]", "terseLabel": "PH U.S. Acceleration Agreement Cost Category [Domain]" } } }, "localname": "PHU.S.AccelerationAgreementCostCategoryDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details" ], "xbrltype": "domainItemType" }, "yum_PRCtaxrateappliedtogainsfromindirecttransfersoftaxableassets": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "PRC tax rate applied to gains from indirect transfers of taxable assets", "label": "PRC tax rate applied to gains from indirect transfers of taxable assets", "terseLabel": "PRC tax rate applied to gains from indirect transfers of taxable assets" } } }, "localname": "PRCtaxrateappliedtogainsfromindirecttransfersoftaxableassets", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "percentItemType" }, "yum_PensionLossesInAccumulatedOtherComprehensiveIncomeLossRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Pension Losses In Accumulated Other Comprehensive Income Loss [Roll Forward]", "terseLabel": "Pension losses in accumulated other comprehensive income (loss):" } } }, "localname": "PensionLossesInAccumulatedOtherComprehensiveIncomeLossRollForward", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails" ], "xbrltype": "stringItemType" }, "yum_Pensiondataadjustment": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Pension data adjustment", "label": "Pension data adjustment", "terseLabel": "Pension data adjustment" } } }, "localname": "Pensiondataadjustment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/ShareholdersEquityDetails2" ], "xbrltype": "monetaryItemType" }, "yum_PercentOfSystemUnitsLocatedOutsideUnitedStates": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Represents the percent of system units located outside of the United States.", "label": "Percent Of System Units Located Outside United States", "terseLabel": "Percent Of System Units Located Outside United States" } } }, "localname": "PercentOfSystemUnitsLocatedOutsideUnitedStates", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "percentItemType" }, "yum_PercentageOfCompanyMatchOnAmountDeferred": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The percentage of Company match on the amount deferred relating to the Executive Income Deferral Plan. The Plan allows participants to defer incentive compensation to purchase phantom shares of Common Stock.", "label": "Percentage Of Company Match On Amount Deferred", "terseLabel": "Percentage of Company match on amount deferred (in hundredths)" } } }, "localname": "PercentageOfCompanyMatchOnAmountDeferred", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "percentItemType" }, "yum_PercentageThresholdThatPositionsTakenOrExpectedToBeTakenIsMoreLikelyThanNotSustainedUponExamination": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage Threshold That Positions Taken Or Expected To Be Taken Is More Likely Than Not Sustained Upon Examination", "label": "Percentage Threshold That Positions Taken Or Expected To Be Taken Is More Likely Than Not Sustained Upon Examination", "terseLabel": "Percentage threshold that the positions taken or expected to be taken is more likely than not sustained upon examination by tax authorities (in hundredths)" } } }, "localname": "PercentageThresholdThatPositionsTakenOrExpectedToBeTakenIsMoreLikelyThanNotSustainedUponExamination", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "percentItemType" }, "yum_PeriodWithinDateOfCorrespondingSalesInWhichTradeReceivablesAreClassifiedAsAccountsAndNotesReceivable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The period (in days) within the date of the corresponding sales in which trade receivables consisting of royalties from franchisees and licensees are generally due. These receivables are classified as Accounts and Notes Receivable on the Consolidated Balance Sheets.", "label": "Period Within Date Of Corresponding Sales In Which Trade Receivables Are Classified As Accounts And Notes Receivable", "terseLabel": "Period Within Date Of Corresponding Sales In Which Trade Receivables Are Classified As Accounts And Notes Receivable" } } }, "localname": "PeriodWithinDateOfCorrespondingSalesInWhichTradeReceivablesAreClassifiedAsAccountsAndNotesReceivable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "durationStringItemType" }, "yum_Periodinwhichweintendtoprovideshareholderreturn": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Period in which we intend to provide shareholder return", "label": "Period in which we intend to provide shareholder return", "terseLabel": "Period in which we intend to provide shareholder return" } } }, "localname": "Periodinwhichweintendtoprovideshareholderreturn", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails" ], "xbrltype": "integerItemType" }, "yum_PhMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "PH [Member]", "label": "PH [Member]", "terseLabel": "Pizza Hut" } } }, "localname": "PhMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_PizzaHutGlobalDivisionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Pizza Hut Global Division [Member]", "label": "Pizza Hut Global Division [Member]", "terseLabel": "Pizza Hut Global Division [Member]" } } }, "localname": "PizzaHutGlobalDivisionMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/Note2SummaryOfSignificantAccountingPoliciesSummaryOfSignificantAccountingPoliciesDetails5Details", "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails3" ], "xbrltype": "domainItemType" }, "yum_PostSpinMemberMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Post-Spin [Member]", "label": "Post-Spin [Member] [Member]", "terseLabel": "Post-Spin [Member] [Member]" } } }, "localname": "PostSpinMemberMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_PreSpinMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Pre-Spin [Member]", "label": "Pre-Spin [Member]", "terseLabel": "Pre-Spin [Member]" } } }, "localname": "PreSpinMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_PrepaidExpensesAndOtherCurrentAssets": { "auth_ref": [], "calculation": { "http://www.yum.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.yum.com/role/DiscontinuedOperationsDetails": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event. In addition, includes aggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet due to materiality considerations. Prepaid expenses and current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer).", "label": "Prepaid expenses and other current assets", "terseLabel": "Prepaid expenses and other current assets", "totalLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpensesAndOtherCurrentAssets", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedBalanceSheets", "http://www.yum.com/role/DiscontinuedOperationsDetails", "http://www.yum.com/role/SupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "yum_Principalassignedtonewlendersorexistinglenders": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Principal assigned to new lenders or existing lenders", "label": "Principal assigned to new lenders or existing lenders", "terseLabel": "Principal assigned to new lenders or existing lenders" } } }, "localname": "Principalassignedtonewlendersorexistinglenders", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_ReacquiredFranchiseRightsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The rights, generally of limited duration, that the entity has re-acquired through a franchise arrangement .", "label": "Reacquired franchise rights [Member]", "terseLabel": "Reacquired franchise rights [Member]" } } }, "localname": "ReacquiredFranchiseRightsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "domainItemType" }, "yum_ReclassificationofRetainedEarningstoCommonStockforShareRepurchase": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Reclassification of Retained Earnings to Common Stock for Share Repurchase", "label": "Reclassification of Retained Earnings to Common Stock for Share Repurchase", "terseLabel": "Reclassification of Retained Earnings to Common Stock for Share Repurchase" } } }, "localname": "ReclassificationofRetainedEarningstoCommonStockforShareRepurchase", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "yum_RedeemableNoncontrollingInterestMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Redeemable Noncontrolling Interest [Member]", "label": "Redeemable Noncontrolling Interest [Member]", "terseLabel": "Redeemable Noncontrolling Interest" } } }, "localname": "RedeemableNoncontrollingInterestMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "yum_RefranchisinggainlossMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Refranchising (gain) loss [Member]", "label": "Refranchising (gain) loss [Member]", "terseLabel": "Refranchising (gain) loss [Member]" } } }, "localname": "RefranchisinggainlossMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsTables" ], "xbrltype": "domainItemType" }, "yum_RemeasurementofDeferredsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Remeasurement of Deferreds [Domain]", "label": "Remeasurement of Deferreds [Domain]", "terseLabel": "Remeasurement of Deferreds [Domain]" } } }, "localname": "RemeasurementofDeferredsDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "domainItemType" }, "yum_Rentalincometransferredtobuyerofheldforsaleproperty": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Rental income transferred to buyer of held for sale property", "label": "Rental income transferred to buyer of held for sale property", "terseLabel": "Rental income transferred to buyer of held for sale property" } } }, "localname": "Rentalincometransferredtobuyerofheldforsaleproperty", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "yum_ReportableOperatingSegmentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Reportable Operating Segments [Abstract]", "label": "Reportable Operating Segments [Abstract]" } } }, "localname": "ReportableOperatingSegmentsAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_RepurchaseOfSharesOfCommonStockAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Repurchase Of Shares Of Common Stock [Abstract]", "terseLabel": "Repurchase Of Shares Of Common Stock [Abstract]" } } }, "localname": "RepurchaseOfSharesOfCommonStockAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "yum_RepurchaseOfSharesOfCommonStockAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Repurchase Of Shares Of Common Stock [Axis]", "terseLabel": "Repurchase Of Shares Of Common Stock [Axis]" } } }, "localname": "RepurchaseOfSharesOfCommonStockAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "stringItemType" }, "yum_RepurchaseOfSharesOfCommonStockDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Repurchase Of Shares Of Common Stock [Domain]", "terseLabel": "Repurchase Of Shares Of Common Stock [Domain]" } } }, "localname": "RepurchaseOfSharesOfCommonStockDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "domainItemType" }, "yum_RepurchaseOfSharesOfCommonStockLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Repurchase Of Shares Of Common Stock [Line Items]", "terseLabel": "Repurchase Of Shares Of Common Stock [Line Items]" } } }, "localname": "RepurchaseOfSharesOfCommonStockLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "stringItemType" }, "yum_RepurchaseOfSharesOfCommonStockTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Repurchase Of Shares Of Common Stock [Table]", "terseLabel": "Repurchase Of Shares Of Common Stock [Table]" } } }, "localname": "RepurchaseOfSharesOfCommonStockTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "stringItemType" }, "yum_RepurchaseOfSharesOfCommonStockTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A table reflecting activity for repurchases of shares of Common Stock", "label": "Repurchase Of Shares Of Common Stock [Table Text Block]", "terseLabel": "Repurchase Of Shares Of Common Stock" } } }, "localname": "RepurchaseOfSharesOfCommonStockTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "yum_RepurchaseofSharesOftheCompanysStockAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Repurchase of Shares Of the Company's Stock [Abstract]", "label": "Repurchase of Shares Of the Company's Stock [Abstract]" } } }, "localname": "RepurchaseofSharesOftheCompanysStockAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_RestaurantConceptsBrandsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restaurant Concepts\\Brands [Domain]", "label": "Restaurant Concepts Brands [Domain]", "terseLabel": "Restaurant Concepts\\Brands [Domain]" } } }, "localname": "RestaurantConceptsBrandsDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "domainItemType" }, "yum_RestaurantProfit": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Portion of Operating Profit attributed to Restaurant profit.", "label": "Restaurant Profit", "terseLabel": "Restaurant Profit" } } }, "localname": "RestaurantProfit", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_RestaurantlevelEmployeesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restaurant-level Employees [Domain]", "label": "Restaurant-level Employees [Domain]", "terseLabel": "Restaurant-level Employees [Domain]" } } }, "localname": "RestaurantlevelEmployeesDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_RestrictedStockUnitsAndPerformanceShareUnitsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restricted stock units and performance share units (PSUs) awarded under stock award plans.", "label": "Restricted Stock Units And Performance Share Units [Member]", "terseLabel": "Restricted Stock Units And Performance Share Units [Member]" } } }, "localname": "RestrictedStockUnitsAndPerformanceShareUnitsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_RevolvingCreditFacilitiesThreeMonthsOrLessNet": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net cash inflow (outflow) on the revolving credit facilities for borrowings having original maturities of three months or less are reported net in this item.", "label": "Revolving credit facilities, three months or less, net", "terseLabel": "Revolving credit facilities, three months or less, net" } } }, "localname": "RevolvingCreditFacilitiesThreeMonthsOrLessNet", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "yum_RevolvingFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revolving Facility [Member]", "label": "Revolving Facility [Member]", "terseLabel": "Revolving Facility [Member]" } } }, "localname": "RevolvingFacilityMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_ScheduleOfChangesInAccumulatedOtherComprehensiveIncomeTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Table Text Block] for Schedule of changes in accumulated other comprehensive income [Table]", "label": "Schedule of changes in accumulated other comprehensive income [Table Text Block]", "terseLabel": "Schedule of changes in accumulated other comprehensive income" } } }, "localname": "ScheduleOfChangesInAccumulatedOtherComprehensiveIncomeTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleOfChangesInDefinedBenefitPlanAmountsInAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Changes in Defined Benefit Plan Amounts in Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "label": "Schedule of Changes in Defined Benefit Plan Amounts in Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Pension losses in accumulated other comprehensive income (loss)" } } }, "localname": "ScheduleOfChangesInDefinedBenefitPlanAmountsInAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleOfFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Finite and Indefinite-lived Intangible Assets by Major Class [Table]", "label": "Schedule of Finite and Indefinite-lived Intangible Assets by Major Class [Table]", "terseLabel": "Schedule of Finite and Indefinite-lived Intangible Assets by Major Class [Table]" } } }, "localname": "ScheduleOfFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2" ], "xbrltype": "stringItemType" }, "yum_ScheduleOfFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class [Text Block]", "label": "Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class [Text Block]", "terseLabel": "Schedule Of Finite And Indefinite Lived Intangible Assets By Major Class" } } }, "localname": "ScheduleOfFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleOfFutureMinimumCommitmentsAndLeaseReceivablesTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of future minimum lease commitments for capital and operating leases. Disclosure of lease receivables for direct financing and operating leases.", "label": "Schedule Of Future Minimum Commitments And Lease Receivables [Text Block]", "terseLabel": "Future minimum commitments and amounts to be received as lessor or sublessor under non-cancelable leases" } } }, "localname": "ScheduleOfFutureMinimumCommitmentsAndLeaseReceivablesTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleOfOtherIncomeExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Table of detailed components of Other (Income) Expense.", "label": "Schedule Of Other Income Expense [Table Text Block]", "terseLabel": "Other (Income) Expense Table" } } }, "localname": "ScheduleOfOtherIncomeExpenseTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/OtherIncomeExpenseTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleOfRentalExpenseAndIncomeTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of rental expense and income.", "label": "Schedule Of Rental Expense And Income [Text Block]", "terseLabel": "Details of rental expense and income" } } }, "localname": "ScheduleOfRentalExpenseAndIncomeTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleOfValuationAndQualifyingAccountsDisclosureTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Valuation and Qualifying Accounts Disclosure [Table Text Block]", "label": "Schedule of Valuation and Qualifying Accounts Disclosure [Table Text Block]", "terseLabel": "Activity related to self-insured property and casualty reserves" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleofPensionLossesrecognizedinAccumulatedOtherComprehensiveIncomeTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Table Text Block] for Schedule of Pension Losses recognized in Accumulated Other Comprehensive Income [Table]", "label": "Schedule of Pension Losses recognized in Accumulated Other Comprehensive Income [Table Text Block]", "terseLabel": "Schedule of Accumulated pre-tax losses recognized in Accumulated Other Comprehensive Income" } } }, "localname": "ScheduleofPensionLossesrecognizedinAccumulatedOtherComprehensiveIncomeTableTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/PensionRetireeMedicalAndRetireeSavingsPlansTables" ], "xbrltype": "textBlockItemType" }, "yum_ScheduleofQuarterlyFinancialInformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Quarterly Financial Information [Abstract]", "label": "Schedule of Quarterly Financial Information [Abstract]" } } }, "localname": "ScheduleofQuarterlyFinancialInformationAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_Secondhalfof2017to2018Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Second half of 2017 to 2018 [Domain]", "label": "Second half of 2017 to 2018 [Domain]", "terseLabel": "Second half of 2017 to 2018 [Domain]" } } }, "localname": "Secondhalfof2017to2018Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "domainItemType" }, "yum_SecuritizationNotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Securitization Notes [Member]", "label": "Securitization Notes [Member]", "terseLabel": "Securitization Notes [Member]" } } }, "localname": "SecuritizationNotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SelectedQuarterlyFinancialDataUnauditedAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Selected Quarterly Financial Data (Unaudited) [Abstract]", "label": "Selected Quarterly Financial Data (Unaudited) [Abstract]" } } }, "localname": "SelectedQuarterlyFinancialDataUnauditedAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_SelfInsuredPropertyAndCasualtyReservesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Self Insured Property And Casualty Reserves [Member]", "label": "Self Insured Property And Casualty Reserves [Member]" } } }, "localname": "SelfInsuredPropertyAndCasualtyReservesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails3" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Senior Unsecured Notes [Abstract]" } } }, "localname": "SeniorUnsecuredNotesAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "yum_SeniorUnsecuredNotesDueApril2016Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes due April 2016.", "label": "Senior Unsecured Notes Due April 2016 [Member]", "terseLabel": "Senior Unsecured Notes Due April 2016 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueApril2016Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueMarch2018Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes due March 2018.", "label": "Senior Unsecured Notes Due March 2018 [Member]", "terseLabel": "Senior Unsecured Notes Due March 2018 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueMarch2018Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueNovember2020Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Senior Unsecured Notes Due November 2020 [Member]", "terseLabel": "Senior Unsecured Notes Due November 2020 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueNovember2020Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueNovember2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes Due November 2021 [Member]", "label": "Senior Unsecured Notes Due November 2021 [Member]", "terseLabel": "Senior Unsecured Notes Due November 2021 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueNovember2021Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueNovember2023Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes Due November 2023 [Member]", "label": "Senior Unsecured Notes Due November 2023 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueNovember2023Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueNovember2037Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes due November 2037.", "label": "Senior Unsecured Notes Due November 2037 [Member]", "terseLabel": "Senior Unsecured Notes Due November 2037 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueNovember2037Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueNovember2043Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes Due November 2043 [Member]", "label": "Senior Unsecured Notes Due November 2043 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueNovember2043Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesDueSeptember2019Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Unsecured Notes due September 2019.", "label": "Senior Unsecured Notes Due September 2019 [Member]", "terseLabel": "Senior Unsecured Notes Due September 2019 [Member]" } } }, "localname": "SeniorUnsecuredNotesDueSeptember2019Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SeniorUnsecuredNotesNumberOfDaysNoticeOnDefault": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior unsecured notes number of days notice on default", "label": "Senior unsecured notes number of days notice on default", "terseLabel": "Senior unsecured notes number of days notice on default" } } }, "localname": "SeniorUnsecuredNotesNumberOfDaysNoticeOnDefault", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "integerItemType" }, "yum_SeparationofChinabusiness": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Separation of China business", "label": "Separation of China business", "negatedTerseLabel": "Separation of China business" } } }, "localname": "SeparationofChinabusiness", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity" ], "xbrltype": "integerItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of the assumptions used to estimate the fair value of stock option awards using the Black-Scholes pricing model.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Text Block]", "terseLabel": "Weighted-average assumptions used in the Black-Scholes option-pricing model" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansTables" ], "xbrltype": "textBlockItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumAwardVestingPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Description of the maximum period of time over which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, which may be expressed in a variety of ways (for example, in years, month and year).", "label": "Share Based Compensation Arrangement By Share Based Payment Award Maximum Award Vesting Period", "terseLabel": "Maximum vesting period of outstanding awards (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumAwardVestingPeriod", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationStringItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardMinimumAwardVestingPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Description of the minimum period of time over which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, which may be expressed in a variety of ways (for example, in years, month and year).", "label": "Share Based Compensation Arrangement By Share Based Payment Award Minimum Award Vesting Period", "terseLabel": "Minimum vesting period of outstanding awards (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardMinimumAwardVestingPeriod", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Additional Disclosures [Abstract]", "terseLabel": "Summary of award activity - Stock options and SARs, additional disclosures [Abstract]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsAdditionalDisclosuresAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsOutstandingNumber": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance-sheet date, and the number of outstanding awards on nonstock option plans for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Outstanding Number", "periodEndLabel": "Outstanding at the end of the year (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsOutstandingNumber", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Outstanding [Roll Forward]", "terseLabel": "Summary of award activity - Stock options and SARs [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsOutstandingRollForward", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "stringItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan, and the weighted average fair value of nonvested awards on share-based plans excluding option plans.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options And Equity Instruments Other Than Options Outstanding Weighted Average Exercise Price", "periodEndLabel": "Outstanding at the end of the year, Weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term", "label": "Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term", "terseLabel": "Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable Weighted Average Remaining Contractual Term" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "decimalItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share Based Compensation Arrangement By Share Based Payment Award, Options, Outstanding Weighted Average Remaining Contractual Term", "label": "Share Based Compensation Arrangement By Share Based Payment Award, Options, Outstanding Weighted Average Remaining Contractual Term", "terseLabel": "Exercisable at the end of the year, Weighted-average remaining contractual term (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "decimalItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardStockAppreciationRightsOutstandingNumber": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of shares reserved for issuance under stock appreciation rights awarded under the plan that validly exist and are outstanding as of the balance-sheet date.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Stock Appreciation Rights Outstanding Number", "terseLabel": "SARs outstanding at the end of the year (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardStockAppreciationRightsOutstandingNumber", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "sharesItemType" }, "yum_ShareBasedCompensationArrangementByShareBasedPaymentAwardStockAppreciationRightsOutstandingWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The weighted average price as of the end of the year at which grantees of stock appreciation rights can acquire the shares reserved for issuance under the stock option plan.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Stock Appreciation Rights Outstanding Weighted Average Exercise Price", "terseLabel": "SARs outstanding at the end of the year, Weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardStockAppreciationRightsOutstandingWeightedAverageExercisePrice", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "perShareItemType" }, "yum_SharebasedCompensationArrangementbySharebasedPaymentAwardAverageExercisePeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Average Exercise Period" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardAverageExercisePeriod", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "durationItemType" }, "yum_ShortTermBorrowingsByOriginalMaturityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "Short Term Borrowings By Original Maturity [Abstract]", "terseLabel": "Short-term borrowings by original maturity" } } }, "localname": "ShortTermBorrowingsByOriginalMaturityAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "yum_ShorttermDebtincludingdebtissuancecosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Short-term Debt, including debt issuance costs", "label": "Short-term Debt, including debt issuance costs", "totalLabel": "Short-term Debt, including debt issuance costs" } } }, "localname": "ShorttermDebtincludingdebtissuancecosts", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "yum_StatementRestaurantConceptsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Statement, Restaurant Concepts [Axis]", "label": "Statement, Restaurant Concepts [Axis]", "terseLabel": "Statement, Restaurant Concepts [Axis]" } } }, "localname": "StatementRestaurantConceptsAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails2", "http://www.yum.com/role/IncomeTaxesDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SupplementalCashFlowDataDetails" ], "xbrltype": "stringItemType" }, "yum_StockIssuedDuringPeriodValueShareBasedCompensationTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Tax impact of stock issued during the period as a result of any share-based compensation plan other than an employee stock ownership plan (ESOP).", "label": "Stock Issued During Period, Value, Share Based Compensation, Tax", "negatedTerseLabel": "Stock Issued During Period, Value, Share Based Compensation, Tax" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensationTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquity", "http://www.yum.com/role/ConsolidatedStatementsOfShareholdersEquityParenthetical" ], "xbrltype": "monetaryItemType" }, "yum_StockOptionsAndStockAppreciationRightsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stock options and stock appreciation rights (SARs) awarded under stock award plans.", "label": "Stock Options and Stock Appreciation Rights [Member]", "terseLabel": "Stock Options and Stock Appreciation Rights [Member]" } } }, "localname": "StockOptionsAndStockAppreciationRightsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_SubsidiarySeniorUnsecuredNotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Subsidiary Senior Unsecured Notes [Member]", "label": "Subsidiary Senior Unsecured Notes [Member]", "terseLabel": "Subsidiary Senior Unsecured Notes [Member]" } } }, "localname": "SubsidiarySeniorUnsecuredNotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SubsidiarySeniorUnsecuredNotesdue2024Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Subsidiary Senior Unsecured Notes due 2024 [Member]", "label": "Subsidiary Senior Unsecured Notes due 2024 [Member]", "terseLabel": "Subsidiary Senior Unsecured Notes due 2024 [Member]" } } }, "localname": "SubsidiarySeniorUnsecuredNotesdue2024Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SubsidiarySeniorUnsecuredNotesdue2026Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Subsidiary Senior Unsecured Notes due 2026 [Member]", "label": "Subsidiary Senior Unsecured Notes due 2026 [Member]", "terseLabel": "Subsidiary Senior Unsecured Notes due 2026 [Member]" } } }, "localname": "SubsidiarySeniorUnsecuredNotesdue2026Member", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SubsidiarySeniorUnsecuredNotesdue2027Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Subsidiary Senior Unsecured Notes due 2027 [Domain]", "label": "Subsidiary Senior Unsecured Notes due 2027 [Domain]", "terseLabel": "Subsidiary Senior Unsecured Notes due 2027 [Domain]" } } }, "localname": "SubsidiarySeniorUnsecuredNotesdue2027Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_SupplementalBalanceSheetInformationDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Supplemental Balance Sheet Information Disclosure [Abstract]", "label": "Supplemental Balance Sheet Information Disclosure [Abstract]" } } }, "localname": "SupplementalBalanceSheetInformationDisclosureAbstract", "nsuri": "http://www.yum.com/20171231", "xbrltype": "stringItemType" }, "yum_SupplementalBalanceSheetInformationTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Supplemental Balance Sheet Information", "label": "Supplemental Balance Sheet Information [Text Block]", "terseLabel": "Supplemental Balance Sheet Information" } } }, "localname": "SupplementalBalanceSheetInformationTextBlock", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/SupplementalBalanceSheetInformation" ], "xbrltype": "textBlockItemType" }, "yum_TacoBellGlobalDivisionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Taco Bell Global Division [Member]", "label": "Taco Bell Global Division [Member]", "terseLabel": "Taco Bell Global Division [Member]" } } }, "localname": "TacoBellGlobalDivisionMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DescriptionOfBusinessDetails", "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "domainItemType" }, "yum_TacoBellMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Taco Bell is a concept which operates in many countries and territories.", "label": "Taco Bell [Member]", "terseLabel": "Taco Bell" } } }, "localname": "TacoBellMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/GoodwillAndIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "yum_TacoBellWageAndHourActionsNumberOfProposedClassesConcerningMealsAndRestBreaksAtTacoBellWhichWereRejectedByDistrictCourt": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell which were rejected by the District Court", "label": "Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell which were rejected by the District Court", "terseLabel": "Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell which were rejected by the District Court" } } }, "localname": "TacoBellWageAndHourActionsNumberOfProposedClassesConcerningMealsAndRestBreaksAtTacoBellWhichWereRejectedByDistrictCourt", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "integerItemType" }, "yum_TacoBellWageandActionNumberofPlaintiffsthecourtdeniedenhancedawards": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Action - Number of Plaintiffs the court denied enhanced awards", "label": "Taco Bell Wage and Action - Number of Plaintiffs the court denied enhanced awards", "terseLabel": "Taco Bell Wage and Action - Number of Plaintiffs the court denied enhanced awards" } } }, "localname": "TacoBellWageandActionNumberofPlaintiffsthecourtdeniedenhancedawards", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "integerItemType" }, "yum_TacoBellWageandActionsAmountofattorneysfeesrequestedbythePlaintiffs": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Actions - Amount of attorneys' fees requested by the Plaintiffs", "label": "Taco Bell Wage and Actions - Amount of attorneys' fees requested by the Plaintiffs", "terseLabel": "Taco Bell Wage and Actions - Amount of attorneys' fees requested by the Plaintiffs" } } }, "localname": "TacoBellWageandActionsAmountofattorneysfeesrequestedbythePlaintiffs", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TacoBellWageandHourActionAmountofbillofcostsawardedbythecourt": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Action - Amount of bill of costs awarded by the court", "label": "Taco Bell Wage and Hour Action - Amount of bill of costs awarded by the court", "terseLabel": "Taco Bell Wage and Hour Action - Amount of bill of costs awarded by the court" } } }, "localname": "TacoBellWageandHourActionAmountofbillofcostsawardedbythecourt", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TacoBellWageandHourActionAmountofbillofcostsrequestedbythePlaintiffs": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Action - Amount of bill of costs requested by the Plaintiffs", "label": "Taco Bell Wage and Hour Action - Amount of bill of costs requested by the Plaintiffs", "terseLabel": "Taco Bell Wage and Hour Action - Amount of bill of costs requested by the Plaintiffs" } } }, "localname": "TacoBellWageandHourActionAmountofbillofcostsrequestedbythePlaintiffs", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TacoBellWageandHourActionsAmountawardedtoplaintiffsfortheunderpaidmealpremiumclass": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Actions - Amount awarded to plaintiffs for the underpaid meal premium class", "label": "Taco Bell Wage and Hour Actions - Amount awarded to plaintiffs for the underpaid meal premium class", "terseLabel": "Taco Bell Wage and Hour Actions - Amount awarded to plaintiffs for the underpaid meal premium class" } } }, "localname": "TacoBellWageandHourActionsAmountawardedtoplaintiffsfortheunderpaidmealpremiumclass", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TacoBellWageandHourActionsAmountofattorneysfeesawardedbythecourt": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Actions - Amount of attorneys' fees awarded by the court", "label": "Taco Bell Wage and Hour Actions - Amount of attorneys' fees awarded by the court", "terseLabel": "Taco Bell Wage and Hour Actions - Amount of attorneys' fees awarded by the court" } } }, "localname": "TacoBellWageandHourActionsAmountofattorneysfeesawardedbythecourt", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TacoBellWageandHourActionsAmountofprejudgementinterestawardedtoplaintiffsfortheunderpaidmealpremiumclass": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Actions - Amount of prejudgement interest awarded to plaintiffs for the underpaid meal premium class", "label": "Taco Bell Wage and Hour Actions - Amount of prejudgement interest awarded to plaintiffs for the underpaid meal premium class", "terseLabel": "Taco Bell Wage and Hour Actions - Amount of prejudgement interest awarded to plaintiffs for the underpaid meal premium class" } } }, "localname": "TacoBellWageandHourActionsAmountofprejudgementinterestawardedtoplaintiffsfortheunderpaidmealpremiumclass", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TacoBellWageandHourActionsNumberofCaliforniaPrivateAttorneyGeneralActclaimsnotdismissed": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Taco Bell Wage and Hour Actions - Number of California Private Attorney General Act claims not dismissed", "label": "Taco Bell Wage and Hour Actions - Number of California Private Attorney General Act claims not dismissed", "terseLabel": "Taco Bell Wage and Hour Actions - Number of California Private Attorney General Act claims not dismissed" } } }, "localname": "TacoBellWageandHourActionsNumberofCaliforniaPrivateAttorneyGeneralActclaimsnotdismissed", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "integerItemType" }, "yum_TacoBellWageandHourActionsNumberofproposedclassesconcerningmealsandrestbreaksatTacoBellforwhichplaintiffssoughtcertification": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Wage and Hour Actions - Proposed Number Of Classes Concerning Meals And Rest Breaks At Taco Bell In California Supreme Court For Which Plaintiffs Sought Certification", "label": "Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell for which plaintiffs sought certification", "terseLabel": "Taco Bell Wage and Hour Actions - Number of proposed classes concerning meals and rest breaks at Taco Bell for which plaintiffs sought certification" } } }, "localname": "TacoBellWageandHourActionsNumberofproposedclassesconcerningmealsandrestbreaksatTacoBellforwhichplaintiffssoughtcertification", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "integerItemType" }, "yum_TaxActEnactmentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Line Items] for Tax Act Enactment [Table]", "label": "Tax Act Enactment [Line Items]", "terseLabel": "Tax Act Enactment [Line Items]" } } }, "localname": "TaxActEnactmentLineItems", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "stringItemType" }, "yum_TaxActEnactmentTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Act Enactment [Table]", "label": "Tax Act Enactment [Table]", "terseLabel": "Tax Act Enactment [Table]" } } }, "localname": "TaxActEnactmentTable", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "stringItemType" }, "yum_TaxYear2018Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2018 [Domain]", "label": "Tax Year 2018 [Domain]", "terseLabel": "U.S. Federal Tax Rate, updated for 2017 Tax Act [Domain]" } } }, "localname": "TaxYear2018Domain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails6" ], "xbrltype": "domainItemType" }, "yum_TermLoanAFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Term Loan A Facility [Member]", "label": "Term Loan A Facility [Member]", "terseLabel": "Term Loan A Facility [Member]" } } }, "localname": "TermLoanAFacilityMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TermLoanAFacilityRepaymentsofPrincipalinYearFour": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Term Loan A Facility, Repayments of Principal in Year Four", "terseLabel": "Term Loan A Facility, Repayments of Principal in Year Four" } } }, "localname": "TermLoanAFacilityRepaymentsofPrincipalinYearFour", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_TermLoanAFacilityRepaymentsofPrincipalinYearTwoandThree": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the second and third fiscal years following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Term Loan A Facility, Repayments of Principal in Year Two and Three", "terseLabel": "Term Loan A Facility, Repayments of Principal in Year Two and Three" } } }, "localname": "TermLoanAFacilityRepaymentsofPrincipalinYearTwoandThree", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_TermLoanAFacilityandRevolvingFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Term Loan A Facility and Revolving Facility [Member]", "label": "Term Loan A Facility and Revolving Facility [Member]", "terseLabel": "Term Loan A Facility and Revolving Facility [Member]" } } }, "localname": "TermLoanAFacilityandRevolvingFacilityMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TermLoanARepaymentsofPrincipalinYearFive": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Term Loan A, Repayments of Principal in Year Five", "terseLabel": "Term Loan A, Repayments of Principal in Year Five" } } }, "localname": "TermLoanARepaymentsofPrincipalinYearFive", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_TermLoanAandBFacilitiesandRevolvingFacilityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Term Loan A and B Facilities and Revolving Facility [Domain]", "label": "Term Loan A and B Facilities and Revolving Facility [Domain]", "terseLabel": "Term Loan A and B Facilities and Revolving Facility [Domain]" } } }, "localname": "TermLoanAandBFacilitiesandRevolvingFacilityDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TermLoanBFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Term Loan B Facility [Member]", "label": "Term Loan B Facility [Member]", "terseLabel": "Term Loan B Facility [Member]" } } }, "localname": "TermLoanBFacilityMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DerivativeInstrumentsDetails", "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TermLoanBRepaymentofPrincipal": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in fiscal years following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Term Loan B, Repayment of Principal", "terseLabel": "Term Loan B, Repayment of Principal" } } }, "localname": "TermLoanBRepaymentofPrincipal", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "yum_TheCreditAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "the Credit Agreement [Member]", "label": "the Credit Agreement [Member]", "terseLabel": "the Credit Agreement [Member]" } } }, "localname": "TheCreditAgreementMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TheCreditAgreementandSubsidiarySeniorUnsecuredNotesMemberMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member]", "label": "The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member]", "terseLabel": "The Credit Agreement and Subsidiary Senior Unsecured Notes [Member] [Member]" } } }, "localname": "TheCreditAgreementandSubsidiarySeniorUnsecuredNotesMemberMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TimingofAnticipatedImpactAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Timing of Anticipated Impact [Axis]", "label": "Timing of Anticipated Impact [Axis]", "terseLabel": "Timing of Anticipated Impact [Axis]" } } }, "localname": "TimingofAnticipatedImpactAxis", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "stringItemType" }, "yum_TimingofAnticipatedImpactDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Timing of Anticipated Impact [Axis]", "label": "Timing of Anticipated Impact [Domain]", "terseLabel": "Timing of Anticipated Impact [Domain]" } } }, "localname": "TimingofAnticipatedImpactDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SummaryOfSignificantAccountingPoliciesDetails4" ], "xbrltype": "domainItemType" }, "yum_TotalLeverageRatioMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Total Leverage Ratio [Member]", "label": "Total Leverage Ratio [Member]", "terseLabel": "Total Leverage Ratio [Member]" } } }, "localname": "TotalLeverageRatioMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_TotalLoansOutstanding": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total loans outstanding under lending/financing programs", "label": "Total Loans Outstanding", "terseLabel": "Total loans outstanding" } } }, "localname": "TotalLoansOutstanding", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails2" ], "xbrltype": "monetaryItemType" }, "yum_TotalOperatingAndCapitalLossCarryforwards": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total loss carryforwards, including amounts that expire, and amounts that may be carried forward indefinitely.", "label": "Total Operating and Capital Loss Carryforwards", "terseLabel": "Total Operating and Capital Loss Carryforwards" } } }, "localname": "TotalOperatingAndCapitalLossCarryforwards", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails2", "http://www.yum.com/role/IncomeTaxesDetails3" ], "xbrltype": "monetaryItemType" }, "yum_UnallocatedamountstosegmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unallocated amounts to segment [Member]", "label": "Unallocated amounts to segment [Member]", "terseLabel": "Unallocated amounts to segment [Member]" } } }, "localname": "UnallocatedamountstosegmentMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ReportableOperatingSegmentsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails", "http://www.yum.com/role/ShareBasedAndDeferredCompensationPlansDetails" ], "xbrltype": "domainItemType" }, "yum_UnallocatedandGeneralandadministrativeexpensesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unallocated and General and administrative expenses [Domain]", "label": "Unallocated and General and administrative expenses [Domain]", "terseLabel": "Unallocated and General and administrative expenses [Domain]" } } }, "localname": "UnallocatedandGeneralandadministrativeexpensesDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/SelectedQuarterlyFinancialDataUnauditedDetails" ], "xbrltype": "domainItemType" }, "yum_UnrecognizedTaxBenefitsChangesResultingFromForeignCurrencyTranslationAdjustment": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The gross amount of increases or decreases in unrecognized tax benefits resulting from foreign currency translation adjustment.", "label": "Unrecognized Tax Benefits Changes Resulting From Foreign Currency Translation Adjustment", "terseLabel": "Foreign currency translation adjustment" } } }, "localname": "UnrecognizedTaxBenefitsChangesResultingFromForeignCurrencyTranslationAdjustment", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails5" ], "xbrltype": "monetaryItemType" }, "yum_UnrecognizedTaxBenefitsThatWouldNotImpactEffectiveTaxRate": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate", "label": "Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate", "terseLabel": "Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldNotImpactEffectiveTaxRate", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/IncomeTaxesDetails4" ], "xbrltype": "monetaryItemType" }, "yum_UnsecuredRevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "An unsecured contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Unsecured Revolving Credit Facility [Member]", "terseLabel": "Unsecured Revolving Credit Facility [Member]" } } }, "localname": "UnsecuredRevolvingCreditFacilityMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_UsBusinessTransformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "", "label": "US Business Transformation [Abstract]", "terseLabel": "U.S. Business Transformation [Abstract]" } } }, "localname": "UsBusinessTransformationAbstract", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails" ], "xbrltype": "stringItemType" }, "yum_UsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Total for U.S. Segment", "label": "US [Member]", "terseLabel": "U.S." } } }, "localname": "UsMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ItemsAffectingComparabilityOfNetIncomeAndCashFlowsDetails", "http://www.yum.com/role/ReportableOperatingSegmentsDetails" ], "xbrltype": "domainItemType" }, "yum_ValueAddedTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Value Added Tax", "label": "Value Added Tax", "terseLabel": "Value Added Tax" } } }, "localname": "ValueAddedTax", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/DiscontinuedOperationsDetails" ], "xbrltype": "monetaryItemType" }, "yum_Valueofsharerepurchaseswithtradedatespriortocurrentreportingdatebutwithsettlementdatessubsequenttothecurrentreportingdate.": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date.", "label": "Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date.", "terseLabel": "Value of share repurchases with trade dates prior to current reporting date but with settlement dates subsequent to the current reporting date." } } }, "localname": "Valueofsharerepurchaseswithtradedatespriortocurrentreportingdatebutwithsettlementdatessubsequenttothecurrentreportingdate.", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShareholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "yum_VariableFundingNotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Funding Notes [Member]", "label": "Variable Funding Notes [Member]", "terseLabel": "Variable Funding Notes [Member]" } } }, "localname": "VariableFundingNotesMember", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_YUMSeniorUnsecuredNotesMemberDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "YUM Senior Unsecured Notes [Member] [Domain]", "label": "YUM Senior Unsecured Notes [Member] [Domain]", "terseLabel": "YUM Senior Unsecured Notes [Member] [Domain]" } } }, "localname": "YUMSeniorUnsecuredNotesMemberDomain", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/FairValueDisclosuresDetails", "http://www.yum.com/role/ShortTermBorrowingsAndLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "yum_YearLongestLeaseExpires": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Year that the longest lease is scheduled to expire", "label": "Year Longest Lease Expires", "terseLabel": "Year longest lease expires" } } }, "localname": "YearLongestLeaseExpires", "nsuri": "http://www.yum.com/20171231", "presentation": [ "http://www.yum.com/role/ContingenciesDetails", "http://www.yum.com/role/LeasesDetails" ], "xbrltype": "gYearItemType" } }, "unitCount": 12 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-04.(c) Schedule III)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=27047687&loc=d3e5864-122674" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "3B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721525-107759" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82849420&loc=SL20226000-175313" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82849420&loc=SL20226003-175313" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a),(b),(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a-c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i),(j),(k)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=d3e1012-107759" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i-k)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669646-108580" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=d3e637-108580" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=d3e640-108580" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=d3e681-108580" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669686-108580" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=d3e689-108580" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=d3e709-108580" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669619-108580" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=SL7669625-108580" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84228862&loc=d3e557-108580" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=84158357&loc=d3e1436-108581" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(12))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(14))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(a))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.13)", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(d))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(e))", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.5)", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "225", "URI": "http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=d3e1474-107760" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3179-108585" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3213-108585" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3255-108585" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3255-108585" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3291-108585" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3291-108585" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3291-108585" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3521-108585" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3536-108585" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3536-108585" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721659-107760" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3536-108585" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3536-108585" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3574-108585" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3602-108585" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3602-108585" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3602-108585" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3044-108585" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3095-108585" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98514028&loc=d3e3098-108585" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4273-108586" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721663-107760" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4297-108586" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4304-108586" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4313-108586" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=SL98516268-108586" }, "r164": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "230", "URI": "http://asc.fasb.org/topic&trid=2134446" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18726-107790" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(c))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04.(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24092-122690" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760" }, "r180": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22499-107794" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22499-107794" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22580-107794" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22583-107794" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22644-107794" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22658-107794" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=64853466&loc=d3e22663-107794" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=96947427&loc=d3e1448-109256" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=96947427&loc=d3e1505-109256" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721671-107760" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=96947427&loc=d3e1252-109256" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "28A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=96947427&loc=d3e1500-109256" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=96948231&loc=d3e4984-109258" }, "r196": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=68064558&loc=d3e639-108305" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)-(j)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=84173487&loc=d3e1280-108306" }, "r199": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "270", "URI": "http://asc.fasb.org/topic&trid=2126967" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=d3e1107-107759" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760" }, "r200": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8538-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8657-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8660-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8721-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8736-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8813-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8864-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=68060357&loc=d3e9038-108599" }, "r214": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "305", "URI": "http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=82891408&loc=d3e4531-111522" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e4975-111524" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953423-111524" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5074-111524" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=75030427&loc=d3e22054-111558" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=82895926&loc=d3e24584-111560" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=82897076&loc=SL6283291-111563" }, "r225": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=66022249&loc=d3e33749-111570" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=66011266&loc=d3e33918-111571" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(b)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=66011266&loc=d3e33918-111571" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=68049868&loc=d3e3927-108312" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=66092785&loc=d3e4492-108314" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=66092785&loc=d3e4556-108314" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=84159346&loc=d3e8275-108329" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68054294&loc=d3e8384-108330" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388280&loc=d3e13777-109266" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=77989000&loc=SL49117168-202975" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a,h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13854-109267" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=35741047&loc=d3e13854-109267" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r256": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=64802544&loc=d3e202-110218" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=68055307&loc=d3e2599-110228" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=68055307&loc=d3e2420-110228" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=64827811&loc=SL51721683-107760" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=68055307&loc=d3e2443-110228" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=68055307&loc=d3e2473-110228" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=84176398&loc=d3e2921-110230" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=84176398&loc=d3e2921-110230" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=84176398&loc=d3e2941-110230" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=84176398&loc=d3e2941-110230" }, "r27": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/subtopic&trid=2122178" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=84176398&loc=d3e2941-110230" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=84176398&loc=SL51724579-110230" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r273": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=27011515&loc=d3e140864-122747" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=27011515&loc=d3e140904-122747" }, "r277": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14326-108349" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14615-108349" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14394-108349" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14435-108349" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14453-108349" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14472-108349" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14557-108349" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=27011672&loc=d3e149975-122751" }, "r286": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=77914552&loc=d3e10037-110241" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=82913245&loc=d3e12021-110248" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=82913245&loc=d3e12053-110248" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=82913245&loc=d3e12069-110248" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=82913245&loc=d3e12069-110248" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=82913245&loc=d3e12069-110248" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=49170532&loc=d3e12317-112629" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=49170532&loc=d3e12355-112629" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=7516071&loc=d3e13374-112631" }, "r299": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721533-107759" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c),(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(12)(c)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(16)(c)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "14", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "15", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=84159872&loc=d3e21459-112644" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=84159872&loc=d3e21463-112644" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=84159872&loc=d3e21475-112644" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=84159872&loc=d3e21506-112644" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=84159872&loc=d3e21521-112644" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=84159872&loc=d3e21538-112644" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770" }, "r311": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/subtopic&trid=2208855" }, "r312": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 13.B.Q1)", "Topic": "605", "URI": "http://asc.fasb.org/extlink&oid=65893310&loc=d3e214044-122780" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913815&loc=SL49130534-203044" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913847&loc=SL49130543-203045" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913847&loc=SL49130545-203045" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=96862333&loc=SL49130690-203046-203046" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82856876&loc=SL49131195-203048" }, "r319": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "610", "URI": "http://asc.fasb.org/topic&trid=49130413" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6801-107765" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409733&loc=d3e19512-108361" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409875&loc=d3e20015-108363" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409961&loc=d3e20487-108367" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=64852052&loc=d3e1703-114919" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=64852052&loc=d3e1731-114919" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(10)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6812-107765" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(8)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6904-107765" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(5)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(5)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(5)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6911-107765" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(7)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(j)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6935-107765" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(l)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(m)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(s)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(t)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e1928-114920" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2410-114920" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2417-114920" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2417-114920" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2417-114920" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2439-114920" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2446-114920" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2446-114920" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=82843861&loc=d3e2709-114920" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=77993564&loc=d3e4179-114921" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6412939&loc=d3e15145-114933" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=66047640&loc=d3e39622-114963" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6414203&loc=d3e39716-114964" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=d3e29149-114947" }, "r382": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5047-113901" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5047-113901" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5047-113901" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5047-113901" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(25))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721491-107759" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(26))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96867065&loc=SL79508275-113901" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79507997-165333" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79507997-165333" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508013-165333" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508013-165333" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508029-165333" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508029-165333" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508043-165333" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508043-165333" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508057-165333" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79503221&loc=SL79508057-165333" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(10))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=96864182&loc=d3e11374-113907" }, "r423": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6419918&loc=d3e35281-107843" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r426": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "720", "URI": "http://asc.fasb.org/topic&trid=2122503" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=96869850&loc=d3e28680-109314" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=96869850&loc=d3e28680-109314" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(11))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=96869850&loc=d3e28200-109314" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32059-109318" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32123-109318" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32247-109318" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32280-109318" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31917-109318" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31928-109318" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31931-109318" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31958-109318" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(12))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32698-109319" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=96868398&loc=d3e36027-109320" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=34349781&loc=d3e330036-122817" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=34349781&loc=d3e330036-122817" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(15))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "30", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=65884525&loc=d3e40913-109327" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r473": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5263-128473" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5419-128473" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5419-128473" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=66022390&loc=d3e923-111674" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=d3e5291-111683" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4568447-111683" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(16))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4568740-111683" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4613673-111683" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4569616-111683" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4569643-111683" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4569655-111683" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=96868048&loc=SL4616395-111683" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84161450&loc=d3e5614-111684" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84161450&loc=SL4573702-111684" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84161450&loc=SL4573702-111684" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84161450&loc=SL4573702-111684" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84161450&loc=SL4573702-111684" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84234705&loc=SL4590271-111686" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84234705&loc=SL4591551-111686" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84234705&loc=SL4591552-111686" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-02(b))", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355033-122828" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-02)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355033-122828" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-03(b))", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355100-122828" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-03)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355100-122828" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "83", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=77898254&loc=d3e33275-113949" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721494-107759" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5579240-113959" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5579245-113959" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)(ii)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=d3e41620-113959" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=d3e41620-113959" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "c", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=d3e41638-113959" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=d3e41638-113959" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5618551-113959" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5618551-113959" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624163-113959" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624163-113959" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624163-113959" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624171-113959" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624171-113959" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624171-113959" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624171-113959" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624177-113959" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624177-113959" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=SL5624181-113959" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=84234895&loc=d3e41675-113959" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "182", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=95459573&loc=SL5629052-113961" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=35736893&loc=d3e80748-113994" }, "r524": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "http://asc.fasb.org/topic&trid=2229140" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "48", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=65894324&loc=d3e18349-110257" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19190-110258" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19190-110258" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19207-110258" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19207-110258" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19207-110258" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19207-110258" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19207-110258" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=SL7498348-110258" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=d3e19279-110258" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=66048111&loc=SL6742756-110258" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260" }, "r537": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "820", "URI": "http://asc.fasb.org/topic&trid=2155941" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=77997519&loc=d3e13279-108611" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=77997519&loc=d3e13433-108611" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=77997519&loc=d3e13495-108611" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=82918529&loc=d3e30304-110892" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450222&loc=d3e30840-110895" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32022-110900" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32157-110900" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32211-110900" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b,c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32211-110900" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b,d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32211-110900" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32211-110900" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(23))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32211-110900" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32211-110900" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=64808268&loc=d3e32262-110900" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=64930785&loc=d3e28555-108399" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "35", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77910666&loc=d3e35050-112683" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77910348&loc=d3e34039-112682" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "40", "SubTopic": "10", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77895616&loc=d3e36728-112689" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164451&loc=d3e36991-112694" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(Note 3)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846649&loc=d3e38371-112697" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902458&loc=d3e39896-112707" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41499-112717" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41502-112717" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164653&loc=d3e41551-112718" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164758&loc=d3e45023-112735" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164817&loc=d3e45280-112737" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164817&loc=d3e45280-112737" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(4)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84165051&loc=d3e45377-112738" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84165051&loc=d3e45377-112738" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918666-209980" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r575": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=82924980&loc=SL51823488-111719" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=82924980&loc=SL51823488-111719" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.6(a)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.9-04(13)(f))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.9-04.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(c)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(g)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721501-107759" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6479915&loc=d3e66715-112838" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(24))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.10)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.16)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.5(c))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.7-04(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.7-04(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "225", "Subparagraph": "(SX 210.7-04.4)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-18(Column C))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=34713774&loc=d3e575016-122915" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=65670824&loc=d3e14764-158437" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=65670824&loc=d3e14764-158437" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(cc)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=65670824&loc=d3e14764-158437" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=65670824&loc=d3e14764-158437" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6487024&loc=d3e29054-158556" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=66023616&loc=SL35737432-115832" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Subparagraph": "(c)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=63488139&loc=d3e12121-115841" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12(2)(i))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611133-123010" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12.Column B)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611133-123010" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12C(1)(a))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611225-123010" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12C.Column B)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611225-123010" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13(1))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611282-123010" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-14.Column B)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611322-123010" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611379-123010" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "605", "Topic": "952", "URI": "http://asc.fasb.org/extlink&oid=68058139&loc=d3e68564-108043" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "605", "Topic": "952", "URI": "http://asc.fasb.org/extlink&oid=68064525&loc=d3e68606-108044" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "225", "Subparagraph": "(a)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=84241808&loc=d3e92212-112881" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28)", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "995", "URI": "http://asc.fasb.org/extlink&oid=6503627&loc=d3e59836-110443" }, "r647": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12b", "Subsection": "1" }, "r648": { "Article": "12", "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12" }, "r649": { "Article": "12", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "13", "Sentence": "Column B" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721503-107759" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.12)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a)(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=d3e957-107759" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.2)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=65878427&loc=SL51721523-107759" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a),(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" } }, "version": "2.0" } ZIP 111 0001041061-18-000013-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001041061-18-000013-xbrl.zip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�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�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

ZH*HE]^IC[7@7OV&98!"#P'CC#$'J%':,+.,V'9!J&^)PO6;SRR7_-X; R]CJC-"#@6NGS*8#_5/\]"EI^-+S@4N* MC;<4&B^%D]QR9O9ZQ+4E-78J^SJ@Y\6P7)Z75\X<#-TQQIBGD3A@B-,/*[U;% M"+RR8K;9O*TZ)NA@,"G6D;K-@?+"XP$CR(G"@BJ"*)%& %L?P2F,X[J$4.=0 MR2?I4D_ED,2T^WA9%TT*UAX8$!J&WV#*/E#/>(,=IK95AGM5O?(29[EUJ M+AV1])*@.:F_'!X4S]%4TT0QG:(CF&-QC]3B6QMQ9:9Y/K,;H*<598?"SX=E M<3\I9VY;#76UBV1Y3%M2JU6Q/FV.-W])X,1IZ#11GMAH'@ID,*S-19N5ROY* M\'4N'*J!:-TR*"&=O:;Z6BPF!UW.+ST6J/*<86.AU5Y*QQ6CM4<">#9L(MBK MD% =D+$#'A\4+B\_& CBD'K$. <0X:UYJ*>(+Z6^X,\WAQ@<"L*MF3QITTN M9/&U6$Z^%+\G2A^MDW/H\8 =\!@*2+%3"$8U&\KZ6+,47TFCJ5Q.59U3LB7; M??FMF)G;R?)+D=;2C/G'!P4I*";(^RAZ(-?82BSJVU=!^95TR.@0 IW2,^.( MKT/RG\SA]\E].7L:ON^^IJ#EH_AH]:X N))0(^$4==&T)UH*NULFY^9*BK-U M")LAR-PQFE)1N$_+R?WOD4W+KX6:3E,7S%9@.O:JX*A52EMGXMZ)4Y, (%!K MOD!?B7(Y )8ZI/)@I5M2Y.RIUH:[9X+P%#+N):46(@LY2"99O8:L4V>$I=6Z M=)2UI>&@.#CINGCR5(@'8]34J2#><((EEQC4E, &Y!30&9'NFL&_EQ#0BG9# M8>"W/=R=1,$/SX6X:,:=,4I!(U-0+H/UN19_F9-3/U80.U()/-N1=+K'"G1O$3+J]08,DEY"7"?)XL_W-Y$? MQ2Q-^^T;_?[WTU$>3<8'8A!#//5X!D9Z"82%LO;Z,'=EB1PYS/\YXJ,'\@YW MF[_:D. DAGY\,$!.N7$2 +'6&5L"YUEGQJ7@ E)[669\\& MP2VD##F*G",2QJ6Y.KX.75V#X2RN'D9(*UH.J+9\63?/B'CI\1 U.P6E%8A0 M:2TQU-A::E*NVO "7G,O99>EX>.8>"R!^+U1D@>>'I8*!0&BF-I4RBF0))]^5Y:[JT#/;1RW+V MI?"3:3DOU]^/!O.\]&B 6A&#C(;4*<^53H65ZNMG[*ZPME0>KZI.Z=F2Z;5 M^;WX6LV_IH:?FPR[1C!H-CA$(90:E5@M'?1:>V9E;4=;(G*.\A%Z-3L%1B\4 M;@F5C\6BK);UC%*5Q%2K7-TORWE\F!V%2K/!P0NKM=$1Y]@9X82'^\MJP[+2 MUD84/-H+5'JA<+=0^2V^[C8^+-I Y:?!06KAM2.4<*F8 -0_2?[U0.?XL$84 M&SHD5/(HW"U4WE5?-Y- /,V:'D^/GBC*'#(2Z^E B0J:$SOEN.XN^H0T7X MDTWD;C'SL;A?/\X'RC:@>>$%(54(!8#$?R-AXT9 6-6!3]ZYJPX3Z@&?W6:Z1!LX@ M$O_M$(.XONM&F.:4GQK(2=H[Y]N1JB_.DTS.[\8'"K'!"CHG3:HTZ@44M<4? M"9@55@BN@_4M:=66]0^?5^6LG"R_OS2QXUQO,#0PAZ GU&%+(* "Q__;U\*. M<\EA^+6[5WL@<-OR#+?%UH&GOBR+33'AR6+69'K'JSCDO35H93&642!Z%Z4A M0B!U1=AM$.VSBD5=NX=V6-JWA5VQO'M;318JSDT_^H[+8A5_JOW*.X_RT;HP M9[\GF'CTIN[D5J68WFCA65O[ Q2363EXU^[1[9O:N6!J=$=TX.D@6(K:%P1@ M832$W&A9$\1AGE5@YMK]M]W0=+ $[C-O%AN-"P0Y@25!"E EK 8,\UI<0XFR M9-8UNW/[H&[F0:+/.DA^>CIX'J<8P0Z-)]!R"].=^2Y/S9@.T^V?[HW!(Z[ENY2OTQ MCJ+CQX<"!!@3:Y4A$=-0(T1P[07@EF8%*%^[@S6+E"UY;%*C985.NT^>/Q@< M54@(#[$VF/O4AV=?95PCF7/5"\_N"?_*>)U-SI;\/N_H/W3\0 J@$+"12J0FDLI!X2W 7M86CL(ZJQW'M?L\ M^Z-SC] Y$9_:_ U!2,D9!#2J0?%D9!:C?3UHIU%.E@*Z=I]F?W3N$3K\J%/\ MC#<$&4%/H] 4BH"4),($K$,JJ2 YBBFZ=J]G?W3.LU#>-#91GCX9L!5* V\P MU<):8..Q6!O*4L.<"UUTS0[,;NB9R?(S>/[#)%$\T+1(Y6DTB9:3M-;NCS1. M 0!7%I&D.9<1'UWG\;)75:EA('B?_.ZI_5!ICZY?K+? M6L,W! .@P=)#@3!A(-VQ[C5>B[)ZHG1>(Z,G9IT+A5:4:PF&M^7GZGBT[I,G M F8(4LUHW +2(@DA9_L2^R@OC/]BS#R7W%47M!DJFNU'"KPM%\6;=7'7O+A1 M/2+ *(N0]MPY3SF$AMA]JW/@0%9'Q='?5'59'*DM28>"S(=E-2V*V% @"$4ER>!H]AK%)?;(UJJ,8/#*2NUE\_I9X]V."#M< M_.S]Y'M:^^HD:'Y^-&C@N&<:,B8H0@90@<1>I*J<-LVCO^3,ATHF.8<"2*HQ M^.FQQN 1<#Q]+# O4L= + 3'E%H*_K2T+*;(J5_=5&3%9!^^6CVK818<;\LI^7BRP%5 M-/.M@3MM"3<2"T^U3ATI]]T7<%3^,E T^MO,]B@:GO)#G43_*&9?XNRVW>L? M6]D?.9%>>CQHH8'6QD72<668E-#5U#04Y%2(;7XM*K>86A1?(@]FGUX-M#JD M[%"8^7A;+=<)^WJR^#/A?Z466__=A\GW9"4< =#)L0$J!B3F<7L " 20A(LZ MO5(*EV-DC?Z^-1]&7=-W*$R]7]\6R_WDJ^6R^BMNAV-6^J$A 0($-06&4PB% M\M@+6P<_>^%S$D=&?W.;CZ".R-KVWBY]>%=^NUQ,YP_I^G"6?GBT_*;5:GW( M&]]P=-#&")8*RT3" .N=%WC?BAMD-4@X_V+WU>C2_5%X.%?@EC&^7*2IFC35 M1UG[KCBF]QP?&#BE2&D#H!,$:D&LW%=S!5YG5O7Y132@3FD\O"Y4'Y3J$T'G0"=AS2UVD M$-3*I].6[@];(U%6INSXQ%DG'#Z-FC.I.AA:-F$3.W?61K,_AI;G3R<:$1EM MRO@_9XE'2(O:$2%U5D.7\=]B=7# 9)/T$E[F: 6:R7V9]F8Q617O/\_++Y/M M1?YI<77>BP*0$BL(B4:8&>$HX5SO?>X(Y #L%[C#Z)7:;6,D&LW)?7NT!Y(S MJU#3:?*8)J?6[+\?5NM$G<,>QAZ^$AR/PL#B>(Q##0%$/ 6D[6X' \5B7TAIQH+BRZ,WG?58CH(@/ 4,V C#_OJT]QGQ4+ M/5H'2,]@[9D)X])"L[7/@)FD0%$OO5"<"J&UKLM%1^$R[,UV[T;P0-CKA?9# M(>]\J!U:'U511P$:((.,0QA+96KR84RR'"QG!]\,T02U:YNF&\*VCO9_?H > M%.L'X_W/>$< 3L?MH*616AD%?=)KZ]05AW+N \9?*C7O@JE/0K?$SV_EHKQ[ MN/NP+!?3\GXR_[ -,?23FSBO".O@9!'K(&H_IE$AM^FZQ3KN5W&Y7?WR>+ M+\7']62YAD>U^P;C4RTQ:2W$W",*G$@W;W4$K90JRYOW"P3D]$'DD0#,+689 M\$JC@T78.,FD%<1XBSF"^P0RY+*"FL=?X[5W<+4@\6!685S[^YL?*UDWN8DX M,BQ@@N/Q3*F#E!/E#;+[$MB:BJRZTN*U0*)#"ET2"[]-OB5A75_'1@,B_LWZ M^YG8./2:D!I(8<,]XYQ0#:PG"NXE.KNRUN?=@*(!TCJB=^M,WNO>04E/? MWWR(E^R(%)P[*$8PO->$CR*DAHK09@GUBEEK'SB=&/7YI_O$DB]4[M# M&#T:#Z:ZNRLWIF=*1LS"5,,W!HZHE1HR3X$@!$-$]G%OV&19?",L73D(P/HA M?9=HVQZC7:*MV1N#\]AHI0#BV!*%E8&J]N0: 7,\G2-T7 V#MEY(?TGE[/*$*T=, HZB/<%K#7,:<@\0C_78 I:9Q0?#']%2C=8 M[=;Q_F&]2OWZDAMXX[$[AK@30X-#'F*,%19QD81XY'7M=0% Y[BV1NC9Z@=C MW=+X$J=:PS,KT'@*"^LQD,XBF9(.:!WEH36[LK2RWD^D,^G9^N[O!_=*]5>Q MW+C&WM_HE,?],9)],GN_V)6K3#61#MX GOVFP! 63BCBC&"*4QQME-KWQC'( M*>8QP@*BG6M3_9.\$U3]<7_?$:H:O2DPRIEQ4&!)E86:$&CWI,0JQ^4PPH*D M/:.J#Y)?YG[&%JOILMP4='M_\W3VFV4UOJ@Y_II B(4>6B=PJM\M!5*"UEG MGF?%5(\P/:T7,=@CP;LO5J->:AW82P&;ME\*''(=%4OD#":&88Z%J>L6:N&N MNWG2Z4]$X@@_8-%5.%A!RW_PB/ MP2%RO=L0]L*AI(V"Z$^.#9(:)8RV%DNOD25$[4NR8"ER+,OQ=\#+!U/7!,[( M,DJ5,5(QC'AT3K>SFA>K5;6?5%TRXW%J=]N8C;)8Q2%-RYST\*5HC:>"O<@1 M3(D1E,;_WY<%DGD'VOD7F:^J)LKEV7%)&;K?9N>74/EA;$! . \)@,1#H^+B ML:NC+)')LFO/Z-)WC654',W-\4TY41F0NZ%]P3'#,-0 I)IX33/ZAI1H-4%4)=/[):FURY^ M^K=JL;Y=_;%8EW-?+N.DBO]Y*./"=Y-\3(!4-_''S3(>]<$#YEGN:P,PP&GE M*#;*.$VH!*#. 0!"D0RDC2CKD3V8\5 M05MUB7O^B@"M50JR>&Q[1Z7%"(*: @"XG)YQ(XIIZ.V\ZHG.ETR[<-_NR^6& MEZ=]L0:F>_-UBDA'8D2G,# M'(0*0P9KL<[TH&V ABA2VQ5TCB"R;R:,$K#_54R6G_ZJNL+IX^N"H9@B200G MRB$)!36>[2CC),%#AM[\*O!L1_OQHC)^_=C-=[L7!L>%]:F]*7)4*^2T4K)V M 9*LH+!1!?:,#IDMJ#]:;/KJ8=DE--/[ J', *LM!4YRCP!.!:EVK)!9S2#/ M#@GZE9#9@OCC!6;YM=,S,[TO8*-0U'&<09 3#K#TCX$LD38 YI8!'>"5Q>7#F4/\RP49F MLEQ^;U)%[-BP(*E3.,H))JT'@%#S9*5,FIQC\/R;BT&;#G6(LPXI/!26=C4VS"?I4%!Y>EZF M=:\:U)T[."8X@2G&EDK*"($ 2,I-;2QAD06;$24P]06;K@A[&9GU&&*9CN#F M]9R>#@J&464M9EHR0ZG7 *#:#R0(35I/OMMY%!V9:Q&G5IGGTYUQV> MJ[TR5N[$5-R:...THM"F-M :UUN'$IYU*%UQ).( M,X%TK'9O&SYGS,\ M:">HU%![@#G81(A[4"M\DN=X1_$(S?Q>@-,MC3,!H^O9/)G,"92\."9HQ@06 M3@D!)<'02R)KWZV-:\B!QI7'%'9)V,OHR0?KN#8O.W+X%0$)*BR!R'D)M!3< MY@0 M4M_3$Y-U;/T" 8E=$W@X4&VRWG:%Y-(R?JP*7%;S#3_?+]W7QRR!0XF-V>\, MTAH*.:;.*F:!D(RI.N;7 9%3YX3\ A&-0Q'^LB>>J>[NY^6!<@%-AP8JO7)2 M&RJ180(:ZT#M=?/>9,4W_ )>\([I.YQ+/$ZYG*Z+F9FL;M5B\Q_W/P_EU\D\ M62*JO@3ZYV3^< Q@9[XI0.NP(2AN,,J)-00Z6U]1(8)RY"OY)=SG?9+[(HE& MU2)E3NV]N4\NM=\O=[=,#4,4FKTL4&R9%10ZJ@",2DC41FJJ*(AL#@A_ 2=\ M[Q1OG4BY%_AJ\=C=KYC55O2!HH5-AP:K7/+","2UX]'XU@#N55?NL]2R*W>[ M]T#?D415G;H+;#(\0$Z0M<@3*0CTP@/VV&(DW5UAE:6%7;$#OD<:MSR"#OI6 MJA]\*Q_7Q?VL^NLE5T6+MP0FL6&8:AC7A%.O2+:_4U &9L'GRMWP_9*Z)8IJ M"3I9KH M%K6$YD9EU;Z\T /VO&K]^?T$4G5[29541")EF$'("\KJX&CO?$[H M+_DEW/-=D'7H.,PWBVEU5SP& Q['S:$AJ38G\$9CX[DTADE"]ZYA8F46<)K[ MWNOV$^M7!9N.J+K'S?_YCV<$C;/\<_-7+_[-XWN>42D>D7^+<]J2]>-MM=PH M9'7[ZY5:S)XJ<)^2S%W].*OBVSH=GK/_;QAGJRU7TWFU>E@6#:H3O#P@ $8A M$AQSQPW7!'O)E28,>R* (;@1F/M9X6>>Q M80%Q1A'AS$3%2&"$J&-XMUI.\II2CO/(SV%YU1ME+W,EL9ERXUN(S=/!0^ ) M%S@J/#ZE0T?I5J_+6)W3,A*]$K[GDV5('\C.??,I?EE].]K/]J7' [6<2**I M=C;*(BB)$G"W,B=RCX@AA/29''K!29%)E$NQVU9WD_)87,7+ X*DU"/CF4*8 MRZC&&./1;G48B)P*JKVQ/(]-)WC>BBY#<;VN_[IQHQ6I-/ 1EK_P=' 4(8F1 MTEHA*A7 #KO=NCS7.=6\1EO_)H>]5=+QY6IV7\_K-;;-9ZR8T*PB6<%UM+IVJ"+4B,GPG2< M&._ 9'J=S.O=F?;P>;5I [+>Q#%>SFGV\T0:N,T.#0DT:M: *"HE]I!P[( 1 M&Q+C*&*C++V@X^S'*9_R>KST>(#,*(0$@R@U4U" (EVJTM]@:Y+PN4S^6<1 MET_3P72EGZ9ZVFUR8$20EGFKHGC6FA$&A>&L7I^ >%"S:G#,G,GB$WAI1](+ M0N:DZ^7@F.!DE%0(>,LIM-QYF)H7[/:8IU?2JKDS3I]&3BNZ7@@[36SR0T," M$\Y3"1!2$"C*.&7"U[O-9YEA(XS1[O/ :4O3"Z&FF1U_:$RPS %H(0#4*1OM M2Z25W*T12SEH_>O!<=."U<>QTYJPP\5^?"T>S:0W"W5S4\[+R;I8I664LW*R MC#::6JVJZ>:WT=+Z_ZMRL?YG?#Q:@L?.I:SW!BFL\I0C%'(JL^WDZ:XO#YL$ $T@XR:I6DSB,K$-*[ ME0($!NU%_ZIAEDW;_KTL=W>3Y??W-Q_++XORIIQ.%FLUG:;BB.7BRX=J7D[+ M"P8L/9]* ^_+X4&!:,P]BSR5#EDM%'-X>Y/!HMIKFN4B]*2L'*-_(\VET0N" M\,0XBE.] PJ4XY![LZ, Q^S*[.TNH/"S(M,'G<>QS6VQGI3SZ]GM BMFI4&1 MR5JG^#(DA*9(:J:CY2PN&*9HJL4JSG:VY6*Q6GVZG2S^=5O-Y]\W(J/62+Y_ MV. \_7*YNBWO=Y&P)C[_I4BQTPU(U,/70M2$(#7,I2I?E@%(E(<[VAJKKLP< MZ@)DU=B8,OS%>DKF7G__K5C?5K,GNOC)RX9&+P@.I%)#*BU L"N31:VX^'.[ MUPSZ#8:%R;=F6'CZ7*#0 LREC\2P3&OEM9"[M2B#'# MLKHOENOO'^;)EE[,DH"\W^39?V\0#M%@=' >&0)UW (F4LYH);RI+0M$!VUI M^>I5C>X)?G&@-0JA:# Z& NHMM80ZI#'0D,.5+W!^+79\ITBH2G*6E-[*)3I MATBTU!AI,=O]\W6FP"P4]$0A\;%P1!4@J* M&5*>$ THE?5U@H=TT&[AKU[I[Y+40\'JIZF>5/!??#YX90D5'!"-$57"02S\ M;FW4@RNK6=(1GZON*3N8ISI=W2^*F9LL%RE5[+33^L4! 4F;/#0.&BXX]'%S MH9I6P+,K2^')Y/"S^M4=D'0LE[+/?UL4[R9W)]-\,EX;O <41C4BFBG>4IRJ MF+):O_0VJ]3G^,#7M^P;CA/#BL;G4VXH(P\-#- 9B+ UW)E(9&:HUK65; S( MT;E&>.@- XP796E''&B9NO^V7*_GQ.U " "Y:AD(RR??F&IV)KN+<\D_Y!R2S:5&QY[3*SL0^$C6?QRLHBT M6A7%ZOWB7757+B;S30GO R=5BS<%C[%'7#$- 1""6"5Q?9I[RG-Z+8_P_.J# M]]60#&B)L=^+Z:9Z=PK[3ERJ;GZV5-95M('NJL7'=37]\Z9:;E)5?B_N'Y;3 MV[B< XC+?F\0TBILK(;"6XGBRC6OK]F\YSG702-TV_>,OZ'9T1*-[NY^7GTO MBLTDWF^ZUB4/\&2YJ+ZJ-)>?HHC>L5Y+U)8YKER$E(LE)5VL\0L3)>I)$7EFD;!?OQ&!()=CSQC?"36[ MA< !O_")$4%%!2-*"6J(E!PJ +RE-0VHNQ(/2G><.PV%%F3M% D'G;&GAL3] MX$7\!WGA#93)&-)H-VF/V97<67;&NI-0:$76EEA0%"]G_RJ*/]_S[:A/ M]<5G@U442&1DM( =\#RNE>MZFHSD1#N_"NZ?RZVJ6X)V>@8<\X V&!5 "E8T MT"?STWJ!%7%D-W6 Q974Z!I0*K0E;4M4_+VJ9G^5\_F_EN4Z6E'O;VY^+^:I M)^JGZN,D&:GZ815GM%K]L2C722=:)3>9FD;3=54FAAW 3?9[0]Q9RF/%D#3Q6RRG/VC7$5FE?$OS20U,IT$/PS$AC,/98$^,( M@M+ W9*P,%D-'W\MP'1+Z:[!XZN'Y?KV/Q\FRTCE?"2=>%V@J:\W(,A@J(2B MG%-="U!+>8[;=$31 (/#JENR=X6Q[;*+'V?7%%$O#@X:<2H0)]<)):8QWD M]6;!/@<_(^JF/AA^NB!R!VCYK5JL;_=@+I>K=7.T'!X<=+1 K8AFIR-<:!OI MY$%M@=HL0WQ$?=.'0$MG1.X<+1^+:;68J<7LTVVYG#U.JHGGILEK C<,2 HT M,I(#R["(;-DMCHHL!(VH7_KP".J$W-V?/&<*JB.C ^)6.42IB=/F@ (N9;TM MXF[)L;B:-TR_0N3D4+DE8-X])(_T^YOM=%;OE]L9O5FHV==4&OG3[62MYO-- M9;K%AEF3^PUD7$+^ 8SF3GD-M_??WQ7*2HKW>+*;57?&V6AT[!5YX.@AJ&?/I(),& M >F%?>)P@#(+)U?N<.Z.K&WUXTFYW(3#GG5?]E@ <7-M]GMQL\L9F!U2HSO] M2* $ [:)%C \V0Q6T7H?">BS3 4MG-$6,1D&[B]BG_WTQN[A7C+2029LB 15QQ2*@@B"MO:]*%(ZQS0_P(. M_5%S*]/;DCH$%-.'U/U[(V'^B))%K3XLRY03\V8Q*S=8B.9XG.1B74[F*7RP M7&[Z5MWL%6UU^D#O^%LA,L\K (16&@AK)"&\#@=PA&5%A9]][_"U6'ZN7B6L M+\N6425W_13M^HJ3NW JA.XEB48,L-(#:NGV;I%:99AKU *RGY7N@\@4 (:XPRC:+=6S,75%@+J"@*'RB]V0.S!@+6=XNG6 M]$^?"QP*!2GF#@-$B?.2DII"U(,K2V;MB*\_HR6#HBTUY0_E__[OY!\/Z[_/ MJ\^3N2V_EJM(_*/)2\>&!&!D,FZU)1!8*@3'T-1+!^A*L@LR&5;U0LR6"/B_ MWIS!_ -/!Y?J'6AFH/#>,@$] _7:423%=20+=,?W;N@XE$C87A_4A][;:EM? MY82F<614< X+[Y2R E)JC/",XIIFP.0X;<:(E[[UC.Y(?6%(G=0ZCHX+TOBX M"ZFTP&,,&=/4[>F'_)45[^V$Z\V0U(J^;2\/=[= D\4LVGK%8E44W^[3?PX7 M=6XT+E@CC(3,,. C!:CQ-;OII^Z5?\2\#B7E55_%![<5JXOQ-5T'07ONBQV MFGM3J_GX&P*U-*H S-NHK('4'80]NK?C^IET.6U81A2S,+S]W"G9![:D7YA[ M4^/ZX-!H8VI*?=K"4?ND D$G;:TH"GAM77B[QL'+EG=7Y!X88*9*GM&'.._' M!52+!@U_3HT-4D<"$LZ%H]IKAA&@-3&USPO4&R'$.H/ R]CJC-"#!>^>U17< M"TZ\X@!8ZR'2%'DG:L$/<([_;T3!4X,)OK:$'10<9_4%%TI+@)E'#B%(":!* M@/IHCC]=UVG2@G]'^H*?1[NA,-"N+SAV$$9J2$/C:2H5B.<;K0U3ZJ^DRE46 M%X_V!3^/?H-AH55?<&X]UA9#KBC0QJNX,%?O#:5R;AM'Z 7L! L9]!L*"_WW M!9?QP]QP)P!+_U"YBV&/Z^9YN4(C"G,=3-GHGN07AUIGG<$]IM9Y(^/2H[C6 MP I3W^5*X*],;>D4"2TZ@Y]'[:%0-DQG<$F %,BK*,X9!( 8CFJ1@#F\,N=T MIVAHU1G\/'H/ITAUW1F<"8^0@HQ8XPE0U!!?WP0)B*_L:KY/7'5'Y<$2+'UI_K(J;A_G;\N98XD:# MT8%1RY$E0@LH+9),2 ;K=6N=(R!?DRJ6#Z[NB3T4R'RU+,HOB^U.F'YOD EU M8$2 SD$DO3;(,4:]]9#(VA$LLEKOOB9M*Q],W1!X* "IZ?3A[F%34.%]2B\W M531MB]MBL2J_%OLZ'S\MZM-RLEC-MWRN,RSCB?S^)I[/1\#7P]>BRIKH2>/. M--(I*13W;$=7J%5.C-39(O9^DW3J%K->P9N-L&IL7!G.';+\LUAO?3EJ]C6> M .4J_N2V48<-3L]F+PA&1[5#68*-559$ZUWL;U( D3DW42,,7^CQ,.V%WH.= MK<\F?.QH?/9PL(!3*9V&&DDH233'7.T$8HA>6?9DUZS^^9#+I>]@L3"18?%; MMY$,3YPTS8^H1N,#1B)JL5PCQI!V2%%':IN)B*QNH2.\\^SQA.J#W*. 6EN( M!2B9(9+'G>F$H]ACA^NU,@JN[-CJF/_GH.M,2E_<\?&D%LK2EJO[:C69-SC0 M6KTO,.=(A^1OF=KU^@LS 2DMQ-AI M*@P%7 &.ZO [P4A6M;%7A-)NH-1[O:;SN#5L[FLTNO]83"-U)^5BW:PHTO&! M03$N")0.,^D-Y,[I?5"AH#KG[F)$O4H&.$$[I7/;RAS%+Y-F,=T45]7%YE=O5K]5R^)M^6%>MWU6)Z_@WPH7<$XZ(,T]Q"8*P&%*9J8[4=X'7. M+KLIJML 2S\^&+ 5*)*(.>D T=!ZO+^RPP-F-4V2[B8O5]LYA:YL&EV]GZY"VD^9/?FOC9XA+P' MDC),*7>, 4/J1&?H=4[#NK-ULR%@U9;WU<5HWA)PN\X,\=MO(F\67\K/\V(K MD(\(MT8+YAW43.Y+6WE\+35J.P?#"R ;B@V([,4^P7E1AK1$ZB8C8[):5=,R33!U MQOCPCS_^]O%O:CHMYH_E7M279;')0#N Q/->$KBW4%#IM-0 2VLE(_46Q)AG M58 :T3G8L[SME>C=H>G_>M,!G(Z])7AE"&,8"^QX<4>1N(^=C9P0!BGL-,?<"4TICOPF"-M&%F]/"9R[ MPGK MI!P>% 2@$% ,F $X;B^/(4?UYF)FT$R._C&3S^P&Z&E%V<'*":RKZ9_IJCG2 M.NE+Z^^?JO5D?KJ$P+%QP5N@-8T*E6?0:HNP(/5:K5%75A&N"Z8_DU7=D7>P M.Z_]#7 S#+T\(&" HW#'$BHM)0=0:@QVJW,8Y1Q!(S1:>@!/)W0=+$%GXUYJ M!IAGSP:GHRB'!D$AE-?> >/K-0&3A9419LSV@)5HS^FAHOTGQP3MH1:: 4FP-,(BB)2KST3+ M/1?BN0658QQZKC" 4##/=].#G%Z)WMDIHZKNZ#ELL'V7O>DNX(>F'@9'8HB^N,1RO5R'HJ+?$^$FVW5DW)E=63 M[83K9W4H.X^^;0,3^NM0QB0CW K!D4=:0RAI?88JRZZLYTI'K#RO0]E9%![J ML*G;SNRKMYPT< ^."299=9)Y+R"PS .B.-ZM47*2H]F,T+SI%D5=4[?E$5-G M8CRFCNMB4=R4QVV=HV,"B/:YP819KZ"S@A/+:\D-F,B)3!JAVM+]T=(E=5N" M8E/L*7T\KJ3<3.?Q<#LJ=4Z,"IQH()#'/)Y_/JISGLO:&^0 S2FF.L+:1]T# MHUOZ#G>7\TB!OQ?5E^7D_K:<3N9-NV#^/"88C1&%'FH;%PFDTT^OV;G,R><< M(88ZLHFZ(N=@D-EVLGLZVZ:-+)^/"8Y(P*D0TCJH/'=2 %J?F%;E9%;"WAG? MGF,O=P?,IL]Y&%@5T[]]J;[^QR9L9OE]"X'''W[F_N.O@WGW IOW?QF@E]8B M[#G%''CE6"1$30$EK\RR[8!O528)!Y<4_7=/9ACQ2#9KF*":2VQX?9N$(+BR M&F==2Y%.B3NP3.FE1S*/!AJ3$DI +#+&: AJBAJ(V96=2%WCX-P>R>>1>V" M]=0C&7IEJ:1.D.PB5HOXQ^FVY]0) 7G6>X)GVEE.G86*(R>!)(;M:!%_D9/Y,\)*>1V)R3Y) M/!3<4F>A]S=J5MTGMIT\OEYZ/,1U*:1]W#42,JPD)U[7&PF#G'9@(SRQ>N)Z MU3FA!SNQZO7'?;6839:SU1_WL[C#XO,$R--1=4W&!\4L=)H +%'1!JD0'W) M(F26.VB$(,MC__/:_IT3>"AP'=Y?)W%U:FA &D!+(+?20 $4 A+5,2K4B)Q MK1'>:74*J8YI.X:CBF4>5?7X@!B7GFMH,551G4 ([]?.)+JR-CJ#'55M"=PV M"O#05&;I4<"/WILV&QRH @(01C50E)DX >IK%V_42',TIQ'><72"E-ZH.[CO MLU%&8XFU\"8UC@6Z]O-"+G/.G!$6ZNW:S]D!28>" MST]3/>G2?/'YX*AVWGEDG*7>(,:$V$?*Z:RZSB/4ICOB<]4]98="S>_%MAZO MFRP7J3K<24WGY0%! L=0M!F(MAYK[RW%>.^-\X-:84,4\LOD\;-.'AT0=7 Y M];9!@^7G#Z=+2\4,BWN)I%M'9K6H/1]:B9S4N!'6H.U:(K6EX^7M\O=++)X^4"ZFY?V\,-LF@^77PMW<%-/U^YOMP^\7VYWV?OFN>.RT (_ ;8"O M!R.MP< RS(D5!&I :"T6--?7%GR0 ;S&OH%+,6@=(YT;(C]!=U (7>:-L2 M)-M9_*M7>@Y%BJ^BTIAJ,:?2DJLWBW_=EM/;3\O)K/B]F!;EUZ0H MK-2R,//):E7>E*DKT>.YN%*+V;MJ7:SV3QZ V!"?#E)"2#6$#&M'H$52[_UM MCJ.<(*H1NJDZ N@(.3.PFWVUF>W;:K)(4_?E8A(E_>++?OI_7U:KE9K/J[]2 M68FTO*))_XLN7A^\DH)J@@A&RGA'&19U6#YQ627IQQP8F"]_+T#]P8R:M*0X MT\VJ]BMIV@*HR?! N35&:.P55%)9QZS9>YM 5O>?47I0AH7+SZ9(]QP9"HLO MD*BFCJ^6)O*X7*<4PJ/FQAEO"49QX@1B2"-(&52. EG[+(2Z,HODHKCLCRT7 M$?$O[C"SW5[GRO,F[PH4*\LWJ@Z2+M6(LJ1VP#KCQ8I;)S@- M2 H(D8U$P!@YP)WU]8T6Y"8G5.E\)V4J%WDM,.R) X.5F4FE"K;7,D=P]N2I M8#EGUEDCG(%&$P&DK>L"&@VO-50I7WEK3\2AP/"V6GR),N+.%I^/-AU]\EC< M.%Q(;P!CC"M*+*.^CGZ@HEFGC%<8)Y /APPJ#A9#6$UM2J]G=[B@#3&X6*?+CQV*QJEAE&;+&65>+5>I4SK$S MRH*T'?(C'\ZA:/*BF'?KHNO?6_:4$<@AQ9!0"$%D@/ U3;FAE:D\XU3B(IBP#/'9=36#,0*'0)%DL/6@FW)2UAQO%CC GGM" M"$P!/=11"6O/,Z@.YY6TM#2;]GUZF?2UFZ2EY M,9_\44;=;WH;5=#TLV*Y6ZMR,IVO[DM3S9?5;+I)4U%#4]VEC_I9]?>QJH-] M?%4P"!CIH/?42&FB-FE9O0Z29F6H@1>[57X*)HYD*3I_Q?:QO*WFDZ@-?KJ? M+B:[5U/'N'AI-\$PH3ETC";;"4^>R4,M3TY0CAT=7:<#9@"8NW\)6:T7J_O6 M3R&?MPX0&\M<5!&D4@)&P-2AM+17-B?L$EVGYZ4_=%L2Y?=URFIQ<[<=SO)F ML1W1N[F:?$WQ=I_NBY4I%RD5QLW=S7KQ+@K+Q7RS6L5,KY<1B13X;F;QRO3I MOIPN=%7]=4PD]?-E 5H@'): (&>-BG;RYMK3-P;H@/=.",J8A,@@:O955C6V)BM_+[IN)](X5J2MG#XZ M^&HW^&F3/!W5;AK5?%/%_9D;[9C([OM[0[S[8>ZE9U$-$A1)JK#8PZ MH.MUYM7??Y2W]1O] M5=7,:#2J\04MN$06&^8$3 MSP)^_&P0R@#CL480Q<5PE *3;B@4.B09Y#D)!M%U/^W,Q?+ C__ZSQMB"^7']\% LGF[N/DZ_S".K;XOYZMD^J6;3VTCJ M_>_?CZW\MBKGDW+R[T.F"-\/I?D+YE<:!1N7#'OG+"6*D-WN$P5!^/3*1?]LX\%Y)E&6CL/C' **"+CG'8SL38K,':$YI4> M>)*!YF"\J!9E%/7;@)-(XT4Q7\8IIPI%L7V3YP*KWCGMXF M+?Q0=?"\D+NTBV )9IY''5\P88!')/ZEWEB4Y9RB([R_=TBCGI$>2H3MXO/B M#JCBE>HR-?YLVT"XAXQQK*'2$LOTYJ_>,I9G/188X4V\!R'5-<2#)1:9?"T7 MJ^DR8F&JY>H"]>Q,RR !X)!!@+ 'WF.*H'3[^0*FU'/&V.8(ZM& M&%G9BZSJ&N3AC/7FG/LR*_;E^@FPM M>@L.$2.@1]"E&BXJ:@3(U)O.P1P_R@B#*7L@7_^@#Y8 I_Q2S"X\-(^V"8#I MB*3'0@K)%1 <,;&?8WKCG&--'6'X9 _,Z@K;H?CS[N&QF"ZV 21VNGRLEL7L MYBYE^GD?^3_9OE1N3JTVW05OL8K_< O:6% MXMG([M[-OY:[0N;OYG_.;Y]%JJN[NQ2S$?_8T&R1W6\P\<8#G23.*$R=%]H" MO)^^\# K5\]UNP3> O^AY.%OZV)1S%=E*I4Q*1_FM94OV9S_MUBD'[[B-7Y% M%%[84_#RD_%MPM. MW2-- H%:(TL=)A90 Y!#W-=&:,6R]+E?P^[?$;2#N4"C4-XD;;BYVX5X%;-W M\XC!>B.>S]Y&&[4/"@FJ+ 11I97(B:B]$KJ?NU,L2V&[;C] GS@/Q;'TE# * MU!\>)EX0S].D?8CP>9]21 !BF<8@;C19AY[$+9?#L5_#&] 'SL,9<.O:9)=X MF(XU"A@ZQ@##W CH@'(:\WJ6"(.L\N._AB.@,W"'TZ.^;D*DGR[1HUYO$KAU M5&,ATG-&ZY%SPM2V&V%X5EK%7\/2P7JZ=D $ZIBY( W3@HFI.I M:1C@;_G)9EN_+8GG):7>B M5?!2$JJ\ $HHCPGCAM6^"I:756B,:1!ZL>-WA6Y;P^GVJ?+LF7-TXU:(]%:? MB_FDFI>3C]-5N6SH_,GN,PAN.$" RWB]Q9XC F$=.\*QR@JAOFXS_=#8#V8L MK:K)W]/9;.,R717S+]-45_!"EU'S3D*JFTFI5U8R&D6X]4+6*"">50I)O_@**'6\4,$,"QDD1!U@4Z3!E]ZZ]LI)DU2#]-:SN MG8$[6/Q.2GA[7\WB(BV3IKBZX(9XMFT0.J52T-H;J"")UQFAZSGK>!O.(=2O M87+O&N/![HSE?+F-']K4I/@0S_%%N9HN-L]MFP6#->TB$,P \8!#KZ1U$,:M M5;NN;+Q Y[#LU[# ]P3U.!XU?]K8Z;X?V4_\I!D@: U(Y5R0ET93P=U.%8'& M,-7(0M+367)[7T[6L_+FKFEY[T:G3/M>@T%>& @!Y@X;"I5T&.RQ M8QKJ+FCSXP$T&/S]2XO'Q]E&HA4S7C>_JQ8/Q?-7AA<(B5?M M%0V^RDZ7M[-JN5Z49ZJ+M.HK$$LU(4;ZE**- PLHWWI+B77"TD8^GJZF>LX2 M[&1J=:WQK 42_$1AMK=-R?[B)81BA)_@N(C2', M($[$'@7J25;RV>BBFI_)7 MG&L:I *"4DP5DQ%8P84"]4[&S%^)RM,;#W[D6;=P#TPP4Z7KW3J.^Y NX9]E M2OQ\GF''VX9X5&@%!8GGA,#<*H8!V,_9<)$5;S]"BG5&@=>YU1G0;Q[AHY\^ MQ8&<.3 ;M [8 Z PC-/'T$MJ/16TWJV"9&66_&F/O.Z!>W/"I'&?/?$:M YQ M-U@EO;,F(H YDU;6\];"9 6"]4683M>S*5=:8S981%]R M-OES'M?.%(_3E"!_$]1XEFCG&P<)M=7-!+H,Y"J9D52F-J2-PSN#[FB#4X@83@D E$O)/(2\MKIQ:J_,H=++JA]+V)"! M\[#Z^61L(@$J:B+ 2$6=N18KCWLLWC=\/9+D?R7Z>FP$="1MJTC1H2ZG'EJ!-;1**N).UITD2 MEI,SY/*KXZ86X<]*G9X@?_-[9)2_RU9WR$W#8"7RFF*,F59"0T[YP9/!/WV]*CY<26<;%NI[M@R\=9N&$R2@!-X*'X^<78:$Y/&%*N=YVB@/XN'EY.4HM]39GE/^!Z;O M-(,_RLW>^%1=(O"ZZCI0)5G4/ RWCL<-)H 'YJ#97%M)HAZH]D8K,>"AO:V# M7#PE2U":W>WM(EZXG]4);VXL;M%;B)(=ID)."@$G+'80B1H7CF%.$M81)C+L M]R#N&?PW(F4#H]ZK#8+Q&*0'R1(Q[C'A*KV*KR.K\G*8CX]:O:[_::ZU WPH M.J4:OJO%>E,;LS&ECC<*V#+FI8A7><8TME XS/?OW>*5+"=;Y@BON4/2JC/0 MAZ*6>WB<54_E_OQ_"=G*1_V#GI5W.H&\0%UK<6Z MF/EJL7$*;VS8G^Z+^3-'<2/]JV$GP6L6[T"*:FBM9X)CM:LJ$5&@QN>X]$=X M(1U8)^MG$8:BXF;$%QVA1UH$1XB/MRAL,$UU$1T%^Y> U@G@HZ1U$!Q4ZL-U-L<%]CEB?1[-^V^X96SPU4804:2 MUAG)1IJ01"KKC&<02&$1IE9(4:>$@00U,NKUI$'O=M FC_#N(<'T7^5DY\[_ M/D[@,+-F>53SN@[.>4LU-9A8XZG1FME:B"*)KN19_P"L>I&#=="%>7/79%;] MA6D,0OM91R%Z)?&.P].Q<^@'RSCQ(O/?J415 )JH@B DB^E2 TWM%4LVP)/;EC=D-^/HT# M<9=-:^0UZ2)@(@&R'BC %*364K%+>990L/#*,@=T2XQ7ZN7U@/E;;?[V.2!_ M'AD O4#00ZHP4]S*E-]WJ[929##F;W@+JU-ZG4W^^-T'XXP0I\3'(PT[8R5- MI3?V,V+,9>: ^2GW<^-%/I9=KPVR+:/E:E.T^U8\3.<[T\>W_RN+Q?)(2JDF MS0(5%$@%D5;,1DT'8[9SUL7!"Y)7(VZ$M&BYDBXJ D%45?Q5'4VB\^KE@ M.73.Q^VA@*$(>1$'MQ\>A3:KONWX29"S7E5WL Z60NK9W?A]6LJT8*?S%1YK M$H"CG#L(\.:UEJ=:6+^?H:(C3T<'2,9IOR9>S"0N/-PK6$T,LI P+ M[Q1,.ZT6L]J+G*BM$0F;[A:[ 7M:(?LV;[Y??PAZ-N53\TX"PEBG0%NK%8'I M43*U];8$SEZ93:,+.IQ\\-TAUH,&RC0DUHO/!D0$4E0J;RE4RDOI>7UJ>T!R M-.(1GFD]\"<7TL'<-8,5/HA3QAX1!K3W&CG!D12U(HA,3N*G$3EA.E:3^@%W M,'+U6-Z H"AR,:4X_L:A<9"P>CL1[*_5G-,5#RXM;W 9W ,3K*_R!A[3*/Z] M0411#.(-6*"#+83G9)\?(\4ZH\#EY0TN GJP=SO?$@SKZ?)^@\N=+3^?.PN/ M-0G*>D,EHX@*!;A&#--ZAHBR*\O(VM'AUQ&:;\F71H4-3C<,#%IBX]W8HU2N M64@&: V?-NA*K-/=+7H#%K5&MZ55NMX0?Y3+5;%>%!MQ>%L^KDZYM,ZT"BH* M8 F,=H!S&D_N+]OD-?[Y8<#1$1+GQX^,,@B8I90 M4^\? '.NXR-\_M3U=;PMCH.QXY6HD&T.Z2SCV!%IN<)QF]7S MQX1?24'5+@CP(Y=Z 7@H@KV;1["CW/Q03"8Z&QPE$EQ^B@[ L*X)4A!@:CI0$\!" 1[,21XWPD!R.'B]XV>4RM#0%[ 8Q2X.(%\XJ M^8PGY>=5=1A0G.5\N5VRU?VB6G])W<5_B[@N(S9'S 7Y'0!/5^P,L5B\12'_3_%;'WJ MB4:C]L$(B8Q'R%M&E % 6P?VPH0@!3M#HR/(T/($GMP:6K.KBS15(=TZQ?HL1 O:25G,_\T[R00 MB@"'C!$I)(&8$HYJLZ,T*,<+/&:;:_]T:XWQ4$S[K9C.E^^KY;) M(-C9MH&*J*$20JU',.)*A%>U$JQI5KZ\Y@FE!JQ4T2&SN@:WPU=N'XJG$YG_ M3[0(T%-'%!202"DM0@2*0Z2.D3F52\15RIEN 6U]&US>_R#7XAWB>]%7+'?K M4DZF\WB[2,F0J]ETDK9#T'^V05@(M&QM^>9E\G MX#F7>>/R/$L7]1B80=XI!Z"D.(HU:X10>XR@-U=6A;=;VAS-JM3G$C20%[L? MI%\^%\OR'__V_U!+ P04 " !+EE5,+V(4FR[7! !OW4X $@ 'EU;3$P M:S$R,S$R,#$W+FAT;>R];9O;N+$F_/GLK_#CSX\S /$^FW@O$ 1GO/';^"4Y M\RD7+;&[>48M=BC)X\ZOWX(D4FRUV)2ZI18E(KLGL:T2113NJKJK4 #^^G]^ M7(]>?$^+29:/__82_P6]?)&.!_DP&U_^[>77+_$K^?+_O/Y??_W_7KWZ[_#3 MVQ=1/IA=I^/I"U.DR30=OO@SFUZ]^.*<,J'5"G$OS%"ADA^ MHUQ4#UO]^F#YZ[,)O.?RYU]48B:_N2VRRZOIBP!A6;[2XO.K*8P7QCR>_.WE MU71Z\_-//_WYYY]_^9/\)2\N?\)*J9]^.)F7"Z&?B_3BCN"/;\5H+AH@Q'^" M3TO!V>3599+<5,(7R>3;7'#Y 7P!BU<(OR*X_(I[UC"KOG'WT8L/2]%QD@TF M=R4GZ> OE_GWG^8?-3P]:WQW\E,VGDR3\2 MY2?98/,/P ?N\7CM\9/A)@W" MH_%/__WN[>?!57J=E,+IC\'5YH>[3S:\?/9C^@I$[OQ"^95L/,K&J8/C3],B M&4\N\N(ZF0)^W7/8*R3K;PFB?S3/M/NT4G$^'L^N-RML."U^FM[>I#^!T"N0 M2HML4'O5S5]J>\_@5?62X^_I9+IY M"A:?N>>3N\\?IMGF;\ '3IRNSUG3NV!24T9MR$4^:ACR_),-0[Y=FR'X^U\& M^?5<$@%HT?6_QX8:O;0'ENS">^YOI1F?$%LYHNC+]K-WT7U7^ MY?7_^J^_7J7)$/[WO_YZG4Z3%^Z[K])_S[+O?WMI\O$47/JK+_!.+U\,%G_[ MV\MI^F/ZT\(1_S3_XC2;CM+7903XZT^+O\.C?UH^^Z_?\N'MB\GT=I3^[>4% M/.?517*=C6Y__I)=IY,7[],_7WS*KY/Q_YY_-LG^D_Z,T/6_9C]^=L]/B\4?L^$P'<__")^_7VAP\=(_II]_ MT=^_1"]?C)-K]\0T^UG#2P_=B\>CY/+EBPQ\9YP,IJ]0&,=6$LUCS$(>,T4" M"(1Q%,<1MDKP5W_^\6HKP9O< !X?OIKEY!9O/='^%H^C.'?)K7W#A426+! 8Z$5T3&WEE2OPR-9 MO7>;X,O7\>_[?F6GZO471CC"442D#&QH$$5QB%GY'L;P<(6;%L&7K]T;[.^5 M%_J]CPPB##%$(!)@'5/%C%!1^1Y<6E2]<)O@XH7W#8Z%]ZG>-L:$8A(HB0(> MA3;6F,GR):RRMGK;-L&7KS%Z]?>GOZ<=@[^[-?"F13)Z,QZF/_Z>WM;5BR-. MPR#$6%'I((J-6KQ'2.#]Z$J]+8(O7R-PXXABQ)O4&Q?P(* Q+X;I(+L&W_*W MEY US,;98@23JZ1()R_OC.J-(^*_X<_SCS[,IBXRN!1CPQ#SZ^M\_'F:#_[8 M(%V-E]-($="ZBK7FF$4JC&PY#!FPH!IOF^#+UX0$#!.,2#G<(-0TL!ASJR*-1$2U+5%#A90K=],F^/+U[^ED7^B*LU%: M&##;R[RH8TO%3%-*4:0$O(X.L0YIB7$=ZI4QM F^?/TV*2[3%WHP2.&GYAG< M_$B"^T/[./LVR@;Q*$^F=:-ARH24F8A%D8D"$4O)RI@: M&+$:6)L@^"1&T?(_>X/1I_0RF[C,8?H>/JF]-R/@!ZE@7&),);%:&E.^#D%, M5^_=)@CP^?KN1?A)OX\^OWCSWNP+2?_(1\!+DV(!J3KR;6P)_'P0,13% ERG MH*PR1ZQ5]>IM@B]?O\_W];K_3$>COX_S/\>?TV0"M&_X9C*9I47MM84.*&)$ MFY!K!+88TQ"7;P/Q=>5NV@0?,M@-<'_%[^(=HNO<*V[ /?^-EB-;5AQ^KOG2 M]_G'I/A',IK5<41Q&",+!LL)5S;F&NN*S,1(DFI4;8(0-)I0_[1!B=T'!; . ML(TH)Y*'/&)Q$%?,4FFY(AIM@D\8U*80N,4D+0*>GDVO\@+2DV%M5%)'5L?P MPD0*Q>'5HTA5/ -">36J-L&7KP5K<52/'MW#L_7 Z +$8DDU55SAD'$5,+UB M401%JWC8(GC(T6TS=W/'41]9:$$M01BSP J+(D:XJ*:#([MRU6V"P%,8.^*\ MW1M98 )@([' ,;.(4!O&PI8O3*5>92!M@G,&]LC0R7\+?OL2_6OYUO^*TF_3 M-V.(F7-.KW]DDW_=SJ[_94;)9**#]_DTG;Q+K[^E1?6-M_GX8 M?Z?\\',ZF!7IT'VV^-JZEN[^GE.1*WBXS ?7^5.@+54:2P1D#N* #4K*#1&! M$K/B3RV"\]2'@^-ZA1^1^I M-/5Y]FV2#3.(W)_3<9877\>3A0YVUEWUS:=J MCQFK(5,!YTRI-3B,$(I+I3 5K[ARFV"I/?X*\\-H[\M5:F#$V51?%FGJ/CH& MVB0"ZH'"D))0V @K2/Y+!A('(1F(^U> 3D<:BKHD'!3O@ M)^B3,!%9BK")! NP9J$B1)!X/M4NE3!J1>C:!(^&B<_IS72I"JR>Y#(1TI(3 M2'1-S&TD7'/"?*XAK:=:K6)HF^ <%&KN*-C3JA6;!_ NF@>%G2*(,(IXIE]Q,[LH$$32"%DP.;=\FD,3 B'5L\' MR!FQX!%6!>86P;FW!'*@#J>)!\LYPUD*F*0'K>HTF16FBE*IC-8$"QM$G/!R M79.HH+8,U"(X-ROJBA0',ZLM=,B/H4.A$-%7ZF%Q)-(LDQ8P0K$D91B,.R.HB87#GR-L&Y MMH*YMA[9-K.MML+C:8M0(5EL2&@%F)U;02YK@Q&.8[JJE+0)+L/>0T7$+58( M-Z_&5&/^E$ZS8EYO_3A*QO=4\F%ZE18?FX_0BFXM/(OC3.!TN_ZE) M:749]S4]&,RN9R/7P[#\UP_?1MGEO+^WIDAMI %"R !54N( TP!QI;&6 2>" MU=9_V@1?OG[,\@][@AX_W^3C25Z\S0?S0=U1:91?IY-I-G!R6VOLVC6K?KBP MUS>C_#8M]'CX*9TK\&-23&_GP,VF63IY,QZ,9L-T^&8\_]IDDD[K+001XH)% ME.O80-(1,XG)TD!#%D!:MJI3M B^?$V>M)YV7Z$;;/P8V+07%^D -/UAG'Y, MBP$\,[E,/^;9>!JE;N?$)/U0Q^_&GU^AN5X8T9%5$0^(LE1A'(B8T*A,@REA MJ[IAF^#3.@9.5^V?T^)[-D@!^V]@ 48DM\B MV%>MMT&\3F%#3HB*72>.X%2$H:8*@AZP"-"EC5MD0<5]$_;D#1 MZ3"> 3]+RP^26_?TR;PA//M>)VQ1A (,F:45+.8T,(QQ4;H $\A5*V.;(/", MIW69G*H^\UEQIR0J8JVQL4P+RH&$X:!RJ3&O=QVT"/95GU^NBO3NSA F0$\" M$\:TA/\CJVX#A6O!K$VPMPK],Z^7XS@#0@6$-A(4TE$E9%QJ"=)[L]HWU";X M[.K<=UIQ5W%E+755IIZ ZR(,1)<&AM M@F4B]M36^>:QN'G_-4U&TRN3%*D;QY/MK.KS,QI?S+-W9T55V M<^='3#*YBD?YGTNYM8=_819VUVX J:6U,I3&A-)29F6YS10\9L17 M26B;X'+]%8E705.U^G$!BM]5O=OBMH@[[DB.=#+YG%[.55=5M3]F__E/\NML M^LLH_Y:,HNQ[YHX<6=-^]9A?TORR2&ZN,@C:\T)8./]RX;6;P.^4,?AB7XO4TU*B(A#C)%GM@%H72M^GW=(2_Y//_#;[, MSYU(B\FB^%I'&'8KTX+S4& EYIO$(J5CI%6 (JI6SK1-\!"I]Y[&:"%AB!"# M_"&.=!!8'0+UT#8.YN7U8!6WVP3W/L8MYS%8CA$WCU%8JRR6E!--X.49F+UQ MTQ/:4 4D7HVQ3?!8\[C%& VDA,)P:=T&6.[V)TOCID> BY,R6'4PMPD>NB37 M<3:P/ATKIU@7AQ],YV4^^&WGR2$/J.,-J*R(1" -HTJI")& E M^DIO57+0) M=F(N.D &'C,)% D2688P@4PJL)&%_&FU1DU62V!M@@>MFS8L;W]*O^>C[Z"/ M@RQOOP7V\>%BL0VGGCMP19@Q@1 (PAAG"J%J53\*^4IC;8*[:>S-^[BFLB4; M&5_^JV1'C3!>'Q9P-ACLAXOJ$:LGK$ILF' C&*-<,4/B@#+I6C\(XJ%F!M5* M;"V"D(_O@@JUJVGJX?_,)M/YZX,S?)_^J0=S>@?#^ECD8_CC(%V1Q^I;E=!G M=QY$4@PG7V^&8+CN)"JT[.A:-%!DUR"57VB0'F0W;OWGS?4-O'B%0>URCBB_ M!MO;#*-*SZZ\-)[<(>=",&ML1+2.90299@#4&_)[AJV (&M66&H3=(>#M)T: M\)3RT;U!N3*16X@ITBL8U-RM#?+K=!F1S/(0JGD@'MVAS;K(W$E[$20K,$?S MJM"7Y$>]8928,%(T NX42\0I#$R7FSP#@E>5M#;!&H5N*0H])6]Y1LTP&T4A ML48K92#QU2:,H^H,!ARL4KDVP9IF GP(U6SV/ =4#8\8)!<*,VDDBJ2QD%J5 MC6E&QK4"8HO@R]?R^%;DAKQ)*8M?UN-A346?TH';]Y!=9,LJ>.41XR*_UA_, MFT]I,G*[Y+_>Y.//R2C]4+S-_CW+AG/QNVJT(:)$ZP?XSFUZ]&0^S[]EPEHPV%K"!9CD2 M\.%BXZ/J\>$3\#AX)W#V\VWK7V%N)Y\^?UUC%_/*-LQG%0KL#Z 4TVH6%S\# M+].X!#'?#Q\FD\91A;4*COX3PM7\O_[A%CA*<[BS$2U27%FF('L)@MBZ M<]&JS=^NK6ZU$:U%\.7KC\$CSR!KUI(C9:XO$90$PP%MS1<6:C%WN?"2SJLP M]Y4[603;9](E U]!HR@26C+)(9OGK%JNH0;5MKRV"((NZ>_H'8HZHD^'\63F MC@0:N9RY%'I>[>J0(6$T\!HA (H*F$P%0+=):L6E6P2/HMV-2OK6KJ1OZTH" M9I@MBHL+%=79$(],%$81BS5"020(JAWD@-BJV;A-$#2$T4D9\YXU*1B-2,"- MP4(03D/(6NEJZ;#6A]$FN-#D:9ORGG5K*$'8$!D@2SD$#L(9*JDX4FA5]FX3 M?+QN-S.L1P^V7E^<7=_,BS)E?X";HKH7XUSB0%)!K6+@F2*J0UW1;2-7,:)- M$$;/?V>/&/SF5.19!J]L!(, \JR).QQ%@ME4I\FJ(%I-?9O@HP>_.=EXEL$' M@3%60NJ@8FNH"CBJFCE(3/%J\&V"3QS\L[+D^58FQXL_+)0#^I.B] /I9.ZM[Q8R:,1C+A4*0H5Y M&"%N5SP#?/"J'M0F6#4U'K1X^/B!$AG)@- PCCG2A&/!2?G^,'FU\SG:!%^^ MEKNW;];/T'6-<>VK$&ZD583])<^'?V:CT3\!I--T_.'B8KF-ZTL^+U1=E"T@ MK@*S[#*:_PP\'5S/X J44J>A-C"2ADBC$%L#B.6AJ2K"(1>U+?8M@B]?!X]> MFGD'"KC:4A&U<^077RO7(^*LF$Q_FR7%],[AL9%A.!11K)CA8:AB8P13B#.C M#(HD6S'--L'C#S"?%=.K^R.4A!D;*!-J(R1D"!$6D!=PX$LMP1@O/-QT-7K+W*BN%RI'5'S"T%OQH!#U1"2$C>8QV[.;+@:"&"K8JM;8*[ M+;(]SF9W,M7Y8^?EY\&_9]DD6]L7%6DIA7+.EB@>6RF5K*R/V5HS39O@;BA^ MW,#+Y5+@)Y-ET6+^Y:_@>O3D8P$/+VX=08/PGH/Z*G[-K_-+ M("7Y;#(O1,QU\26WDT7?6%= \#8%/"+F$5AR%D0R@A5(=A8 MLCJRMTWPF9Q:J8:%T4\^%(OOOAGKX7=W!-B7JV1JTF(*O/;#Q8=9,>\,&<_) M7S(JS22=F%$^ =DT*\(\_V-RIWZ/&38AV#FV<8RI#&3@7%N %,8H9+7Z_<." M+U_O0L]0&]5=[\IX5+&TKL%%#N+P,!=\L]P46*\N&*(LHR&/# ;:J0B.JYV1 M H6KS2EM@H]7Q:ZN(K^X==\8NS,](+E*L^\N4X68,(2D8# %2@\@@81GY/8X M3ES2E-Y"H "!/_/9:/@MS9:;UC-XQ!4D2>L>0UJB-268LH@QPN(@T-7="(+6 MSEIO$^RP3H:SU%T'Z/[]OEJ21?O&!#Y;>^*=$SJQ<%<;:6)#%E(K11!69T5; M6FMA:1%\0$L'755PVGOTLLLR4;R_^E+WNZ$[G,_$S$I%E-!!HBV*]MJ M$YRGU6=6 M)IH6>BJ5/E14^M905%J6CLJT^)XZF30ZC"62&B,(D4+&M+1H&]H:L-L$YU59 MWAUM;K?0L/**"JUJ:KX8[<;YFZ_Y\EA0;>EAM\_L,W]O78]8.'\60I(F;S^J[L\\N?)_%9$ MT,B+^:VC/U\53CGP[J_*NRO_\L,5G1:?NAL:__9RD@%8TI<_+9Y>?^3\KQ-( MQ^=_FU_U^O-2Z8LAUP+[_/K$A4@ZO^_&_4/Y+]G0_=M%EA8OYF^8;KQRU;SY M^]V+P=:_//^-G]9_9/D;-W,\UG\5+**8NDU/K\N;*U'UT-5GM2^DBPOE[MS] M=O>3V@M4OU?^PU(S+8JZOPNIZ@+5KA%[7I-=]MVN-27/_VWCQJ,R*CW7)%0: M7KS3_)\6_S:$7_YQ,\H&Y1;@%\/LVC6PN8N?JS6#[8;^\G7UA?:Q__6GC3^_ M>-N?[KWNV7'QBCA\5F M6+@2 X1!ERAE534JFW\I73:CGQE(MAYQ'R#3>%5F!\/XXHKG:;6#&]/JD&DBP_'AQ$[#7L[/CW:#\/V M]G94>SLNC-XL8.3YT2GQHUK>O@:'?10KN(?#R<*![Q\.U,/A9.% ]P\'X>%P MLG 0!X%#%XGZ80?-.S_H/<>!AY)[^^\9O-CJ4HSUDZ[*>TN:#ILY4I!O>Y/CP::I\;82/ M:T59W,0'Q.M]/G9/*_+1"/Y6GIIZ5K!QC2A;C;@*6[09\JBG*QGJ6=Q3=]/L;*!Z=Y/HLY5R3UIW\A\]2NI6E MG*@WZ4'@J:X".'[(.;Z/V:D2XAGJ<>%R_,K'3C[%PZ7/WJ5Q]=[3EV[2E\.N MW&]L\_*9<%WN!WHP[S]D?G'I]2=VI8.K1)X<[$/=6NG(=G M>_,@>\$(#M_'X9O1GY=P/$/36@=ZY(_/H[G13BI_G\R^Z/&H= MP!/H?E7['P42OW;HX>"#26^ L5LIQM?ASJHLLULGHJ<19]%]N/N$^P68+BS M'+41U4.A2U X]F:ZK5?Q??'U>3H$?-'U>8JNNSM,GS^=E"M\'$'RDWQ2U.=1 M\E M;U(,)U]OAJ!8]\Y(K=4KPV24P&,^7Z7IW2NB2X&W6?(M&\U+9U_R:3):?M]A M[TMV#;^27VCXM4%VXS*F-]NB?^O#/"!R=^8:?W9OZ9ZJ?'WX[(?PL>;\1SHVD"T="],!(+K6Y] MS_N\B'&SF+X[EYV?M47.,;B5(O=DCJVWS[?,0U?7%^[1\D#I6 MD/)18CLK/OE]B:]X_[>)8,KR'B+V[K<&K/_E(PO MU[Z5C;/KV?5I *CT5ENH9>7:'M#+GL)\I=7:C];5VE?TMK'0N(!DY2J;I!!Q M0"^.]RSISXG5I%IY7NM(^PJ171SC?/X%DT^FZTW& M&]Q=\N/,W=W66CJ@\ZLKN3?(YH?.87C)PT\%MP?(1?@VN<@Q4^-#.,S?OD1= MO+UTS?XP.MG($LZRD5L_ +'RCY!]%/GW!3Q]5/EY*PWYB')01/N(<@X1I7.P MJM*6<#:!/'E2=L.OBDU_C\TOH_Q;,HJR[YF;D%HI%3[[^I?/?P$-IZ-E<[R^ M+-*T))L&'GZ90_)=6YPNYI\F(SW\#@X(GCB^/"T8/JBR1<;7H+,]E%!WT7BU M/MZH\MZC_IT[ZUIZ^7JI MII_-^SV%_<=NT&G6BKQ;RY,KT#NSI8_:?_R2_SJ:-%.KCK_UC4(>MF.^7RCTT@7O@^Z^XMZ6NFU+G5B%.%IQ_>P[ M5(Y=7.]EKPKS+=D=2)E]2_:>V-->6[+7-XAW8M.1GDS2J=]OU(E6[NWW&]V; MM3UDS-UJ(C_LJ63/WQ!\]KT,QVD(]AT,1^CV//O4H0O=GKU+'SI)C^8'UUSE MHV%:3!9;Y3U5.BVJ]. ,>MK4K17Q^Q;Z4()?RE2M#0OAM_EDX@VT(P;Z8&6@ M%&J__:YJ^3Z[3*DJ\S:;3T9QIW#1UJ_3P)/(G:'7A?.^I]'R),-G-R9X>P)"ZN[%"C;5+T*H_=U MW9MLBC5D4Y\'Z3B!9ZV=%SLI/U^E\:<%SHT#K!\6VSC"WD3(G7<%MO:UU^H8 MB[?)+R9@\,/J"9]3>(OA53*ZR"_<&TSS57FCMYWQQV](?VC>%B_PT,3MX05\ M1_R!N4LI\TLZ!@6/-,SM\#H;9Y.I4_?WU&YD,0^[A%+*Y,5-#H]Q2Y+SD']: MYK=5%7@KO>V[.K#9'Y1B#6KO*_J?MJF]-7+=J\/[O?!'V0O?'JIV6C'9\E?] M#OSG2*[WN0?SZS@9C=P/I$-XVM)]NP7%.^Z[?/QI;5(^I:V4CYF'WMC'OK=A M>?OP]G%.Q=FF%@!?M#I2T>KXD'A^UL_N%:D\Z^\FZV=[KDIYUK^/I0;/:CRK MZ1"K.>ZZ2^/-RXU=C>_^^U0 ND7OX;O_/MPL'^[VY U4]'TRG16NLVP!X=F5N#OM/#9W^D@]FTNET\2B_2 JSF M]/H"-NAFX15:E;,G!U57[>*76W7;&_Z\0\G!KQGY-:,S0[_8SHLO_$,Z_(?K M"1Y^+/+_2%R_:=E2T#[2M NIZ+ M/[(JYQ/Y4TGD#U?OZ]G2X99,QN>C/A\])1R?3X"ZTR)[*J;B0].>0M/6#=+G M;,RMZ4@TWWZ6C'XI\MG-K^EH>)$7\-?T??[@5M=^U9K:DYU'JK%/I:?CVT;3 M!BR_\'-&RWN/8#1^X_$Q-AYWUQ_LW,ATUA[EN9N-O$O;A-6F/DQ_?V3G 7VR M?6R=6RS!=G M<\KT@$,[N=F]G\(\TO6<%;O;"0H/,90SP<-C2=@Y@Z*M=F=&^616I)-D#/J^ M2;+"2=TYZ>S<*GA;C[BOD'G8CWQ)!GF8CD9G[$<>&F)O0-%4.O \XYFAB)[A0>D]!L=-I%^4_?BS2[UD^FXQN/Z4W>3%-AR<*C,TUB+9A]H91 M-(%C?])CMI$\W4T/:P$/\M5/B=>HO96X.-"]TS!1X6N,:4> MQX7CDR0?&;9,*!=;_0:CV1!F=WJ59O,+*/.+(IT6^>0F=?.=CFZ387[CYG^< M_IE45W1>SK*AVYMPHJ"^BYS%OKQ]**(W -MZ3X.O;?:CA69G4/C:I@>%7Q#K M,Q1\CT77>RR.#YF]=N*?"DX.V#A_5LMF.S>JGQ7G: :'YQV/\1P>'/WQ'/NZ M2^",<-'W;JV==[IZ?]&?^MD&?$2[ZOHMD7[LD/23.AG+N["5\LNK]A0?' MT<%Q?,_1!(Y^]-MTNJVEN^#P;5Z^S7]\77'K^'\%RL MP'?3^FY:;PE[LH2^4_#CFX,GX8>H=?;U).,#'G^Y14OBLQ]G?-PB[)O%NO_V M=U3,[RK0M1/*#Y<1G JFVV^DN*>T?>/X63*)IX&^=I+A6J/"4T\R7+]$?(MK M'].;)!O:9?=H>0.'F16%TY@']XYW2VZKS7ZC?L^WL+]9\ V/>H_Z+J.>'QGU MGJ]XOM)!#._$5SR&/88[R#YVRAL]^_#LX^0SS0V[)-[FX\MI6EQ'Z;?IE]N; M] XBO\+D#&9%.G2?GA8&-XUK-;L;!O9,Y;+C[HE8=WL?BQR^/[UU-U5/P0KM MOV?9S;R\>7L/#&^3\=![N-)_M>IM!;:5XKPS.V JM0N6PUDV.TN*W+>=P_ M OIDEU_(P'_4Z@;U=HO[%_X(43 M[^F]IS]OM#^6UWA/[SU]7UF.KU'Z&F67_?@6'=57'K_;MUI?>

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�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�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end

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