TRICON GLOBAL RESTAURANTS INC
8-K, 1999-02-25
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                February 11, 1999


                         TRICON GLOBAL RESTAURANTS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     North Carolina                  1-13163              13-3951308
- ----------------------------      ---------------      ----------------------
(State or other jurisdiction      (Commission          (IRS Employer
of incorporation)                  File Number)          Identification No.)


                 1441 Gardiner Lane, Louisville, Kentucky 40213
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (502) 874-8300
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


                               
Item 5. OTHER EVENTS


     On February 11, 1999 TRICON Global Restaurants, Inc. issued a press release
     with  respect to  earnings  for the fourth  quarter  and fiscal  year ended
     December  26,  1998.  A copy of such press  release is  attached  hereto as
     Exhibit 99 and incorporated herein by reference.





Item 7. FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits


          99   Press  release  dated   February  11,  1999  from  TRICON  Global
               Restaurants, Inc.



                                       2
<PAGE>



                                    SIGNATURE





         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.








                              TRICON GLOBAL RESTAURANTS, INC. 
                              ----------------------------------------
                                    (Registrant)











Date:  February 25, 1999      /s/  Robert L. Carleton
       -----------------     -----------------------------------------
                              Senior Vice President and
                              Controller and Chief Accounting Officer
                              (Principal Accounting Officer)






                                       3
<PAGE>



                                                                       EXHBIT 99







TRICON  ANNOUNCES  OPERATING  EARNINGS PER SHARE UP 90 PERCENT FOR THE
FOURTH QUARTER AND 29 PERCENT FOR THE YEAR.


LOUISVILLE,  KY (February 11, 1999) - Tricon Global Restaurants,  Inc.
(NYSE:YUM)  reported fourth quarter earnings of $151 million, or $0.95
per diluted  share,  for the quarter  ended  December  26,  1998.  The
components  were:  (1) $0.55 per share  before  facility  actions  and
unusual  charges,  an increase  of 90 percent,  (2) $0.44 per share of
facility actions net gain, or $119 million pre-tax; and (3) an unusual
charge of $0.04 per share.


Andrall  Pearson,  Chairman and CEO said:  "The fourth quarter was the
culmination of a tremendous year for Tricon.  On the operational side,
in the U.S.  all three of our  brands  delivered  growth in same store
sales for the second consecutive quarter.  What's more important,  for
the first time in nearly a decade,  they each  posted same store sales
growth for the full year. We believe this  achievement  in the U.S. is
the result of our focus on both  operational  excellence  at the store
level and marketing innovation with new products and promotions.

Despite  the  ongoing  economic  turmoil  in Asia,  our  international
business  posted  strong  results,  with  a  27  percent  increase  in
operating  profit.  The growth was driven by our focus on key  markets
where we can  build  scale and  rationalize  our G&A  structure  while
expanding franchise opportunities in other markets.

These solid  performances  drove our store level  margins up 281 basis
points to 13.7 percent.  Two-thirds of the improvement in margins came
from our base stores  while the balance of the  improvement  came from
the benefits of our portfolio actions and the fourth quarter charge we
took in 1997.  Ongoing  operating  profit jumped 33 percent  driven by
strong same store sales,  the powerful  growth in margins,  and higher
franchise fees. For the year, store level margins  increased 187 basis
points with 68 points from our base stores,  while  ongoing  operating
profit increased 14 percent.

                                  1

<PAGE>

In the quarter we forged ahead on our refranchising and debt reduction
targets.  Strong demand in the market led to the  refranchising of 470
units,  which  brings the full year number to 1,389 - almost  equaling
the  record  number  of units we sold in 1997.  As a  result,  we made
tremendous  progress  against our strategy to reduce our  ownership to
20-25  percent  of our system  units.  The 1,389  units  refranchised,
coupled with the closure of 661 units,  drove our ownership level down
six points to 32 percent.  Also in the quarter, we repaid $300 million
in debt,  bringing  total debt repaid in 1998 to over $1 billion.  The
pay-down  of over $1  billion  in debt,  in our first  full year as an
independent  company,  is  almost  two  years  ahead  of our  original
target."


Operating Highlights for the quarter

o    Driven by the successful  promotion of Stuffed  Crust,  Pizza Hut
     posted their sixth consecutive quarter of same store sales growth
     with an increase  of four  percent.  This growth is  particularly
     notable  because it was on top of five  percent  same store sales
     growth in the fourth quarter of 1997.

o    Taco  Bell's  same  store  sales  grew by nine  percent  aided by
     favorable  price/mix,  and  an  increase  in  transactions.   The
     Gordita,  launched  earlier  in  1998,  and  the  wildly  popular
     promotion of the talking Chihuahua plush toy, helped  transaction
     growth.

o    Same store sales at KFC grew four  percent led by the  successful
     promotion  of  their  new  Popcorn  Chicken  and new  advertising
     campaign, which features an animated Colonel Sanders.

o    Outside the U.S., we continued to effectively tackle the economic
     turmoil  in Asia.  While  same  store  sales  in  local  currency
     remained  down in Asia,  store level margins were up in China and
     Taiwan.  Also,  other key markets  such as Mexico and Puerto Rico
     continued to post strong gains in same store sales.

Perspectives on 1998

Mr. Pearson continued: "We clearly ended 1998 with momentum, attaining
or exceeding  virtually  every one of the  operational  and  financial
goals that we set for ourselves.  In 1998 we executed  against six key
growth  drivers  that  we  believe  differentiate  us from  any  other
restaurant company in the world:

o    We know  that  it  takes  a  motivated,  well  trained  crew  and
     restaurant  general  manager  to run a  profitable  store,  so we
     instituted  a  variety  of  financial   incentives  and  training
     programs  aimed  at the  development  and  reward  of  these  key
     employees.  We also put in place a number of recognition programs
     so people know they are  appreciated  for what they contribute to
     the organization.

                                  2

<PAGE>

o    In the  U.S.,  we began to test a  common  operating  measurement
     system called "CHAMPS" which has had great success outside of the
     U.S.  This  program  lays  out  the  key  measurements  we use to
     evaluate  the quality and  performance  of our  restaurants.  I'm
     happy to say that many of our franchisees also have signed up for
     CHAMPS.

o    On the  marketing and  innovation  side, in the U.S., we launched
     three new products and introduced new ad campaigns at each of the
     brands.  These  initiatives  clearly  helped drive growth in same
     store sales.

o    We initiated  the first ever U.S.  consolidated  market  planning
     review.  This review  provides us with data to determine  exactly
     where we should keep stores,  build stores and even close stores.
     This review also  allows us to identify  where the optimal  sites
     are for our  multi-branded  units. We believe these units,  which
     are a  combination  of two or more  of our  brands,  offer  us an
     unparalleled opportunity for future growth.

o    We  worked   aggressively  to  leverage  our  scale,   streamline
     operations and eliminate  redundancies between our companies.  As
     an example,  we are well into the process of forming,  along with
     our KFC,  Pizza Hut and Taco  Bell  franchisee  groups,  a single
     unified   purchasing   cooperative  for  both  company-owned  and
     franchise stores in the U.S. With $4 billion of annual purchasing
     clout,  we're  confident  this  co-op  will be able to drive cost
     savings and add value to the entire system over the long-run. The
     formation  of this co-op  also is a  reflection  of the  dramatic
     improvement  in our  relationship  with  our  franchisees  who we
     recognize and value as an integral part of our system.

o    The last key growth driver is focused international growth. We've
     taken  action to optimize our G&A  structure  outside of the U.S.
     and also to focus  company  development  in markets where we feel
     there is opportunity for significant growth and improved returns.
     In 1998,  recognizing that two-thirds of our international profit
     was coming from just seven countries, we decided to substantially
     reduce our number of our primary  equity  markets  from 27 to our
     ultimate goal of about ten markets.  By the end of 1999 we expect
     to have only about 16 primary equity markets outside of the U.S."

Perspectives on 1999

 "We believe we've laid the  groundwork  in 1998 for another  powerful
year in 1999," Mr.  Pearson said. "We expect system sales to grow four
to five  percent,  driven  mostly by the 1,500 new units we expect the
system  to  build,  mostly  driven  by our  franchisees.  Our  company
revenues will continue to decline,  reflecting  the loss of sales from
the 800 to 900 stores that we expect to  refranchise  in 1999,  and of
course the loss of  revenues  on the stores that we sold and closed in
1998. Franchise fees, however,  should grow in the low-

                                  3

<PAGE>

teen range as a result of franchisees building new units and acquiring
former company stores.

Cost savings,  productivity  enhancements and volume leverage,  should
help generate  about a 50 basis point  improvement in base store level
margins,  while the  benefits  of our  portfolio  actions  should  add
another  50 basis  points  to our  store  margins.  Despite  continued
spending on our Y2K  initiatives  and other system  enhancements,  G&A
should drop by about $50 million. In total, we expect operating profit
to grow in the  mid-teen  range and,  when coupled with about an eight
percent decline in net interest,  operating earnings should be up just
over 20 percent.  Average  diluted shares should increase to about 163
million.

Our pipeline of new products and marketing for 1999 is far more robust
than it was in 1998,  beginning  with the recent launch of Pizza Hut's
"The Big New  Yorker".  The new 16"  pizza  is  aimed  at the  largest
segment  of the  category,  traditional  New York style  pizza.  At an
unbeatable  value of $9.99,  The Big New Yorker drove all-time  record
sales at Pizza Hut in its first full week.  Taco Bell  launched a line
extension  of their  popular  Gorditas  with the new Baja  Gordita and
we'll see some  additional  product  news from Taco Bell  later in the
year. Lastly, KFC will launch their  much-anticipated  line of chicken
sandwiches  later in the year.  Overlaying  these new  products  is an
exclusive  global  restaurant  tie-in  with the new Star  Wars  movie,
Episode 1 - The Phantom Menace,  scheduled to premier on May 21 in the
U.S.  This  tie-in  will  provide  us  with a  unique  opportunity  to
encourage customers worldwide to try all three of our brands.

On the financial  front we expect to  refranchise  at least 800 to 900
stores in 1999. If market conditions continue to be favorable,  and we
can sell more than our current  target,  we will.  After-tax  proceeds
from the sale of these units of about $300 million,  coupled with cash
from  operations,  will go to  fund  about  $570  million  in  capital
spending and $400-$500  million of debt payments.  By the end of 1999,
we expect our debt balance to be down to just over $3 billion.

It's clear we're aggressively  executing against our goals on both the
operational   and  financial   front.  We  believe  we've  created  an
infrastructure  to sustain our sales and profit  momentum,  which will
enable us to reach our goal of being the best  restaurant  company  in
the world", said Mr. Pearson.

Results

The following discussion is based on Tricon's businesses in 1998 which
include the worldwide operations of KFC, Taco Bell and Pizza Hut (core
businesses) versus Tricon's  operations in 1997 which also include the
results of non-core  businesses  disposed of in 1997.  Where material,
the impact of the non-core  businesses on growth rates is noted.  Same
store sales refer to U.S. company stores only.

                                  4

<PAGE>

Worldwide  system sales for the core  business  were up one percent in
the quarter.  System sales  represent  the combined  sales of company,
franchised,  licensed and joint venture units. Excluding the impact of
currency translation, worldwide system sales increased four percent as
new unit  development  and same store sales  increases  were partially
offset by the adverse impact of store closures.  Domestic system sales
increased  five  percent  while,  excluding  the  impact  of  currency
translation,  international  system  sales  increased  three  percent.
Excluding the impact of currency  translation,  worldwide system sales
increased four percent year-to-date.

As expected,  worldwide  revenues declined ten percent in the quarter.
Revenues  include  company  sales and  franchise  fees.  Excluding the
impact of currency  translation,  worldwide  revenues  declined  eight
percent.  The decline was driven by refranchising  and store closures,
which were  partially  offset by same store sales  growth and new unit
development.   Domestic   revenues   declined   nine   percent   while
international revenues declined five percent,  excluding the impact of
currency translation. Franchise and license fees increased ten percent
driven  by new  units.  Year-to-date  revenues  declined  13  percent;
excluding  the  impact  of  currency  translation,  worldwide  revenue
declined 11 percent.

Same  store  sales at Pizza  Hut were up four  percent  driven  by the
promotion  of Stuffed  Crust  Pizza.  Taco  Bell's  same  store  sales
increased  nine percent  driven by the continued  success of their new
product Gorditas and the promotion of the Chihuahua plush toy. At KFC,
same store sales grew four percent driven by the introduction of their
new product Popcorn Chicken. Year-to-date same store sales were up six
percent at Pizza Hut,  three percent at Taco Bell and three percent at
KFC.

Company store margins as a percent of sales increased 281 basis points
for the quarter. The portfolio effect of facility actions and benefits
from the fourth quarter charge in 1997  contributed 90 basis points to
the increase in margins.  The 191 basis point increase in base margins
was  driven  by  favorable  pricing  and mix  shifts in excess of cost
increases.  The increase in base store margins was depressed by record
high cheese  prices.  We estimate  that the record high cost of cheese
impacted total margins by approximately 90 basis points. Higher cheese
costs, however, were mitigated by favorabilities in other commodities.
Year-to-date,  margins  increased  187  basis  points  driven  by  the
portfolio  effect of facility  actions and the benefits  from the 1997
fourth  quarter  charge  which  contributed  119  basis  points to the
increase.

General,  administrative  and other  expenses  (G&A),  which  includes
foreign exchange gains/losses and income/loss from joint ventures, was
flat in the quarter.  The cost of our Y2K initiatives,  and efforts to
improve and  consolidate  administrative  and accounting  systems were
offset by the favorable impact of stores  refranchised and closed, the
overlapping  of  foreign  exchange  losses,  and the  disposal  of our
non-core  businesses.  G&A was higher than  expected in the quarter by
approximately  $25  million  primarily  due to  higher  incentive  and
stock-based compensation and strategic spending in the marketplace.

                                  5

<PAGE>

Effective Tax Rate

The  effective tax rate for the quarter of 38.6 percent was lower than
anticipated  due to a decrease in foreign taxes and a favorable  shift
in the mix of the components of our taxable income.  Our operating tax
rate for the quarter was 40.4  percent.  Our full year  effective  tax
rate was 41.1 percent and our operating tax rate was 42.3 percent.

Financial Summary
                                   Fourth Quarter and YTD 1998
                                  (MMs except per share amounts)

                                                Q4                 
                                 ------------------------------    
                                                      % Change    
                                 1998      1997 (a)     B/(W)      
                                 --------  ---------  ---------    
System Sales                     $ 6,422   $  6,358       1        

Company revenues                   2,526      2,794     (10)       

Ongoing operating profit (b)     $   220   $    165      33        
Interest expense                      74         88      16        
Income tax provision                  59         33     (77)       
                                 ========  =========               
Operating Earnings (b)           $    87   $     44      97        
                                 ========  =========               

Earnings (loss) per share
components (1998 diluted;1997
basic) (c):                       
Operating Earnings - core        $  0.55   $   0.30      NM        
Operating Earnings - non-core          -      (0.01)     NM        
Unusual charges -core              (0.04)     (0.86)     NM        
Unusual charge - non-core              -          -      NM        
Facility Actions Net Gain/
 (loss) (d)                         0.44      (1.82)     NM        
                                 ========  =========               
Total                            $  0.95   $  (2.39)     NM        
                                 ========  =========               

                                           Full Year
                                 ------------------------------
                                                      % Change
                                  1998     1997 (a)     B/(W)
                                 --------  ---------  ---------
System Sales                      20,620   $ 20,465       1

Company revenues                   8,468      9,685     (13)

Ongoing operating profit (b)     $   768   $    672      14
Interest expense                     272        276       1
Income tax provision                 210        179     (17)
                                 ========  =========
Operating Earnings (b)           $   286        217      32
                                 ========  =========

Earnings (loss) per share
components (1998 diluted;1997
basic) (c):                      
Operating Earnings - core        $  1.83   $   1.37      NM
Operating Earnings - non-core          -       0.05      NM
Unusual charges -core              (0.02)     (0.86)     NM
Unusual charge - non-core              -      (0.22)     NM
Facility Actions Net Gain/
 (loss) (d)                         1.03      (1.07)     NM
                                 ========  =========
Total                            $  2.84   $  (0.73)     NM
                                 ========  =========

(a)  1997 includes the results of Tricon's  non-core  businesses which
     were  disposed  of in 1997.  Comparison  of 1998 versus 1997 core
     business   results  are  reflected  in  the  attached   condensed
     consolidated statement of operations.
(b)  Before facility actions net gain and unusual charges.
(c)  The shares used to compute pro forma basic loss per common  share
     for the 52 weeks ending December  27,1997 assumes the 152 million
     shares of Tricon  common stock issued on October 7, 1997 had been
     outstanding  for the  entire  year.  The  dilutive  effect of any
     options has been excluded because we incurred a net loss.
(d)  1997  includes a loss of $1.98 per basic  share  included  in our
     total fourth quarter charge of $2.80 per basic share.

                                  6

<PAGE>

This  announcement  contains  forward-looking  statements  within  the
meaning of Section 27A of the Securities Act of 1933, as amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  These
"forward-looking" statements reflect management's expectations and are
based upon  currently  available  data;  however,  actual  results are
subject to future events and  uncertainties,  which could cause actual
results to differ from those  projected in these  statements.  Factors
that can cause actual results to differ  materially  include  economic
and political conditions in the countries and territories where Tricon
operates,  the impact of such  conditions  on  consumer  spending  and
currency exchange rates,  pricing pressures resulting from competitive
discounting,  new product and concept  development by Tricon and other
food industry competitors,  the success of our refranchising strategy,
and fluctuations in commodity prices.  Further  information on factors
that could affect Tricon's financial and other results are included in
the  company's  Forms  10-Q and 10-K,  filed with the  Securities  and
Exchange Commission.

Contact:          Lynn A. Tyson
                  Vice President, Investor Relations
                  502-874-8617


                                  7

<PAGE>

                    TRICON Global Restaurants, Inc.
            Condensed Consolidated Statement Of Operations
        (tabular amounts in millions, except per share amounts)
                              (unaudited)

                                    16 Weeks Ended     % Change   (a)          
                                --------------------  ----------------   
                                                                  (c)       
                                              (b)     Reported   Core         
                                12/26/98   12/27/97     B/(W)    B/(W)      
                                ---------  ---------  ---------  -----   

REVENUES
Company sales                   $  2,326   $   2,613    (11)     (11)     
Franchise and license fees (d)       200         181     10       10           
                                ---------  ---------
                                   2,526       2,794    (10)      (9)     
                                ---------  ---------                      
Costs and expenses, net
Company restaurants
  Food and paper                     759         847     10       10      
  Payroll and employee benefits
                                     636         744     15       14      
  Occupancy and other operating
    expenses                         612         738     17       17      
                                ---------  ---------                      
                                   2,007       2,329     14       13      
General, administrative and
  other expenses (e)                 299         300      1       (1)     
Facility actions net (gain)
  loss (f)                          (119)        383     NM       NM      
Unusual charges (g)                   20         130     NM       NM          
                                ---------  ---------
Total costs and expenses, net      2,207       3,142     30       29      
                                ---------  ---------                      

Operating Profit (Loss)              319        (348)    NM       NM      

Interest expense, net (e)             74          88     16       16      
                                ---------  ---------                      

Income (Loss) Before Income
  Taxes                              245        (436)    NM       NM      

Income Tax Provision (h)              94         (73)    NM       NM           
                                ---------  ---------                      

Net Income (Loss)               $    151   $   (363)     NM       NM           
                                =========  =========

Basic EPS Data                                                            
- --------------
  EPS                           $   0.99   $   (2.39)                     
                                =========  =========                      
  Average Shares Outstanding         153         152                      
                                =========  =========                      

Pro Forma EPS (i)                                                          
                                                                          
Pro Forma Average Shares                                                       
  Outstanding (i)

Diluted EPS Data
- ----------------
EPS                             $   0.95                                       
                                =========
Average Shares Outstanding           159                                       
                                =========                                     

NM - Not Meaningful

See accompanying notes.

 
                                 8

<PAGE>

                                    52 Weeks Ended      % Change (a)
                                --------------------  ----------------
                                                                  (c)
                                              (b)     Reported   Core
                                12/26/98    12/27/97    B/(W)    B/(W)
                                ---------  ---------  ---------  -----
REVENUES
Company sales                   $  7,852   $   9,112    (14)      (11)
Franchise and license fees (d)       616         573      7         8
                                ---------  ---------
                                   8,468       9,685    (13)      (10)
                                ---------  ---------
Costs and expenses, net
Company restaurants
  Food and paper                   2,521       2,949     15        12
  Payroll and employee benefits
                                   2,243       2,614     14        11
  Occupancy and other operating
    expenses                       2,030       2,491     19        17
                                ---------  ---------
                                   6,794       8,054     16        13
General, administrative and
  other expenses (e)                 906         959      6         3
Facility actions net (gain)
  loss (f)                          (275)        247     NM        NM
Unusual charges (g)                   15         184     NM        NM
                                ---------  ---------
                                
Total costs and expenses, net      7,440       9,444     21        19
                                ---------  ---------

Operating Profit (Loss)            1,028         241     NM        NM

Interest expense, net (e)            272         276      1         -
                                ---------  ---------

Income (Loss) Before Income
  Taxes                              756         (35)    NM        NM

Income Tax Provision (h)             311          76     NM        NM
                                ---------  ---------
Net Income (Loss)               $    445   $    (111)    NM        NM
                                =========  =========
                              
Basic EPS Data                   
- --------------
  EPS                           $   2.92
                                =========
  Average Shares Outstanding         153
                                =========

Pro Forma EPS (i)                          $   (0.73)
                                           ===========
Pro Forma Average Shares                         
  Outstanding (i)                                152
                                           ===========
Diluted EPS Data
- ----------------
EPS                             $   2.84
                                =========
                                
Average Shares Outstanding           156
                                =========

NM - Not Meaningful

See accompanying notes.

                                  8a
<PAGE>
                    TRICON Global Restaurants, Inc.
     Supplemental Schedule of Revenues and Operating Profit (Loss)
                     (tabular amounts in millions)
                              (unaudited)

                               16 Weeks Ended        % Change (a)          
                           --------------------   --------------------   
                                                                (c)       
                                         (b)       Reported     Core         
                           12/26/98   12/27/97      B/(W)      B/(W)      
                           ---------  ---------   ---------- ---------   

SYSTEM SALES (c)
  United States            $  4,366   $  4,163          5        5       
  International               2,056      2,195         (6)      (6)      
                           ---------  ---------
  Total                    $  6,422   $  6,358          1        1       
                           =========  =========                          


REVENUES
  United States            $  1,904   $  2,096         (9)      (9)      
  International                 622        698        (11)     (11)      
                           ---------  ---------
  Total                    $  2,526   $  2,794        (10)      (9)      
                           =========  =========                          


RESTAURANT MARGIN
  United States            $    243   $    213         14       15       
  International                  76         71          7        7       
                           ---------  ---------
  Total                    $    319   $    284         12       13       
                           =========  =========                          

  United States               13.7%      10.8%     2.9 ppts   2.9 ppts   
  International               13.6%      11.2%     2.4 ppts   2.4 ppts   
  Total                       13.7%      10.9%     2.8 ppts   2.8 ppts   

OPERATING PROFIT
  United States (d)        $    217   $    162         35       33       
  International                  61         48         27       27       
                           ---------  ---------                          
  Total                         278        210         33       32       
  Unallocated expenses(e)        62         44        (43)     (43)      

  Foreign exchange gain 
   (loss)                         4         (1)        NM       NM       
                           ---------  ---------                          
  Ongoing operating profit      220        165         33       32       
  Facility actions net 
   gain (loss) (f)              119       (383)        NM       NM       

  Unusual charges (g)           (20)      (130)        NM       NM       
                           ---------  ---------                          

  Total Operating Profit 
   (Loss)                  $    319   $   (348)        NM       NM       
                           =========  =========                              


NM - Not Meaningful

See accompanying notes.

                                  9

<PAGE>

                                52 Weeks Ended       % Change (a)
                           ---------------------  --------------------
                                                                 (c)
                                          (b)      Reported      Core
                            12/26/98   12/27/97     B/(W)       B/(W)
                           ----------  ---------  ---------- ---------

SYSTEM SALES (c)
  United States            $  14,013   $ 13,502         4         4
  International                6,607      6,963        (5)       (5)
                           ---------  ---------
  Total                    $  20,620   $ 20,465         1         1
                           ==========  =========

REVENUES
  United States            $   6,428   $  7,365       (13)       (9)
  International                2,040      2,320       (12)      (12)
                           ---------  ---------
  Total                    $   8,468   $  9,685       (13)      (10)
                           ==========  =========

RESTAURANT MARGIN
  United States            $     819   $    816         -         5
  International                  239        242        (1)       (1)
                           ---------  ---------
  Total                    $   1,058   $  1,058         -         4
                           ==========  =========

  United States               13.6%       11.7%    1.9 ppts  2.0 ppts
  International               13.0%       11.4%    1.6 ppts  1.6 ppts
  Total                       13.5%       11.6%    1.9 ppts  2.0 ppts

OPERATING PROFIT
  United States (d)        $     740   $    603        23        26
  International                  191        172        11        11
                           ----------  ---------
  Total                          931        775        20        22
  Unallocated expenses(e)        169         87       (93)      (93)

  Foreign exchange gain 
   (loss)                          6        (16)       NM        NM
                           ----------  ---------
  Ongoing operating profit       768        672        14        17
  Facility actions net 
   gain (loss) (f)               275       (247)       NM        NM

  Unusual charges (g)            (15)      (184)       NM        NM
                           ----------  ---------

  Total Operating Profit 
   (Loss)                  $   1,028   $    241        NM        NM
                           ==========  =========

NM - Not Meaningful

See accompanying notes.

                                  9a

<PAGE>

NOTES  TO THE  CONDENSED  CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND
SUPPLEMENTAL   SCHEDULE  OF  REVENUES  AND  OPERATING  PROFIT  (LOSS):
(tabular dollar amounts in millions, except per share amounts)

TRICON Global  Restaurants,  Inc. and  Subsidiaries  was created as an
independent,  publicly owned company on October 6, 1997 via a tax-free
spin-off  by  PepsiCo,  Inc.  ("PepsiCo")  of our Common  Stock to the
shareholders of our former parent, PepsiCo.

Certain items have been  reclassified  in the  condensed  consolidated
financial statements for prior periods to conform with the fiscal 1998
presentation.  These  reclassifications  had no effect  on  previously
reported net income.

(a)  Percentages may not recompute due to rounding.
(b)  Results for 1997 include the non-core  businesses  disposed of in
     1997.  Excluding  the 1997 unusual  charges of $54  million,  the
     non-core businesses contributed the following:

                                   16 Weeks Ended    52 Weeks Ended
                                       12/27/97         12/27/97
                                     -------------    -------------
     Revenues                        $      16        $     268
     Operating (loss) profit                (2)              13
     Net (loss) income                      (1)               8
     Pro forma basic earnings 
      per common share (i)           $      -         $    0.05
(c)  Excludes the non-core businesses.
(d)  Franchise and license fees for the quarter and year-to-date  1997
     include  $1 million  and $24  million,  respectively  ($1 and $14
     million  after-tax  or $.01 and $.10 per pro forma  basic  share)
     received  under a special  KFC U.S.  franchise  contract  renewal
     program.
(e)  Includes  PepsiCo's  allocations  through  the  spin-off  date of
     interest  expense of $17 million  and general and  administrative
     expenses of $3 million for the 16 weeks ended  December  27, 1997
     and $188 million and $37 million,  respectively, for the 52 weeks
     ended December 27, 1997. These  allocations are not indicative of
     amounts   which  we  would  have  incurred  if  we  had  been  an
     independent, publicly owned entity for all periods presented.
(f)  Facility  actions net loss in 1997  includes  $410 million  ($300
     million after-tax or $1.98 per basic share) of our fourth quarter
     charge of $530 million ($425 million after-tax or $2.80 per basic
     share) taken to refocus our business.  Facility  actions included
     in the charge were as follows:

                                       U.S.           International
                                  ----------------  ------------------
                                  Units   Pre-tax    Units     Pre-tax
                                  ------  --------  -------  ---------
    Stores to be refranchised       362   $    77     305    $     59
    Stores to be closed             596       141     143          72
    Impairment charges for stores
     to be used in the business     N/A        12     N/A          49
                                  ------  --------  -------  --------- 
    Total                           958   $   230     448    $    180
                                  ======  ========  =======  =========
     Facility actions net gain in 1998 include  favorable  adjustments
     to our 1997 fourth  quarter  charge of $51 million  ($31  million
     after-tax  or $.20 per  diluted  share)  in the  quarter  and $54
     million  ($33  million  after-tax  or  $.21  per  diluted  share)
     year-to-date.  These adjustments primarily relate to decisions to
     retain certain stores originally  expected to be disposed of, and
     better-than-expected proceeds from stores disposed of.

                                  10

<PAGE>

     Exclusive of the 1998 favorable  adjustments  and the 1997 fourth
     quarter charge, facility actions net gain includes the following:

                                            16 Weeks Ended        
                                        12/26/98     12/27/97     
                                      -----------   ------------  
      Refranchising gains             $    109      $     45      
      Store closure costs                  (19)           (7)     
      Impairment charges for stores 
       to be used in the business 
       or to be closed in 1999             (22)          (11)     
                                      -----------   ------------  
                                      $     68      $     27      
                                      ===========   ============  
      After-tax net gain              $     38      $     23      
                                      ===========   ============  
      Per basic share                 $    .25      $    .15      
                                      ===========   ============  
      Per fully diluted share         $    .24                    
                                      ===========                 


                                             52 Weeks Ended
                                      ------------------------------  
                                        12/26/98        12/27/97
                                      ------------    --------------
      Refranchising gains             $    281        $    248
      Store closure costs                  (29)            (35)
      Impairment charges for stores 
       to be used in the business 
       or to be closed in 1999             (31)            (50)
                                      ------------    --------------
                                      $    221        $    163
                                      ============    ==============
      After-tax net gain              $    129        $    137
                                      ============    ==============
      Per basic share                 $    .84        $    .90 (i)
                                      ============    ==============
      Per fully diluted share         $    .82
                                      ============
(g)  Unusual charges of $15 million ($3 million  after-tax or $.02 per
     diluted share) in 1998 include:
     o    Charges  relating to an increase in the  estimated  costs of
          settlement   of  certain  wage  and  hour   litigation   and
          associated defense and other costs incurred,
     o    Severance   and  other  exit  costs   related  to  strategic
          decisions   to   streamline   the   infrastructure   of  our
          international business,
     o    Favorable  adjustments  to our 1997  fourth  quarter  charge
          related  to   anticipated   actions  that  were  not  taken,
          primarily severance,
     o    Write-down to estimated fair market value less costs to sell
          of  our  minority  interest  in a  privately  held  non-core
          business now held for sale and
     o    Reversals  of  certain   valuation   allowances   and  lease
          liabilities relating to  better-than-expected  proceeds from
          the sale of properties and  settlement of lease  liabilities
          associated  with  properties  retained  upon  the  sale of a
          non-core business.
                                 

<PAGE>

    Unusual charges of $184 million ($165 million  after-tax or $1.08
     per basic share) in 1997 include:
     o    $120  million  ($125  million  after-tax  or $.82 per  basic
          share) of unusual asset  impairment  and  severance  charges
          included in our 1997 fourth quarter charge,
     o    Charges  to  reduce  the  carrying  amount  of the  non-core
          businesses held for disposal to estimated market value, less
          costs to sell and
     o    Charges  relating to the  estimated  costs of  settlement of
          certain wage and hour litigation and the associated  defense
          and other costs incurred.
(h)  The effective  tax rates on reported  income were 38.6% and 16.7%
     for the 16 weeks ended  December  26, 1998 and December 27, 1997,
     respectively. The effective tax rate on reported income was 41.1%
     for the 52 weeks ended  December 26, 1998. The effective tax rate
     on reported  income for the 52 weeks ended  December 27, 1997 was
     not  meaningful.  Excluding  reversals of the 1997 fourth quarter
     charge and unusual  charges,  1998 tax rates were 41.4% and 42.1%
     for the quarter and year-to-date, respectively.

     The 1997 income tax provision  reflects the beneficial  effect of
     the tax-free gain of $100 million associated with the New Zealand
     IPO in the second quarter of 1997 included in Refranchising gains
     above.  Excluding  the  effects of the  tax-free  gain,  the 1997
     fourth  quarter  charge  and the  remaining  portion  of the 1997
     unusual charges, the effective tax rates were 34.4% and 45.9% for
     the 16 and 52 weeks ended December 27, 1997, respectively.
(i)  The shares used to compute pro forma basic loss per common  share
     for the 52 weeks ended  December 27, 1997 assumed the 152 million
     shares of TRICON  common stock issued on October 7, 1997 had been
     outstanding  the entire year. The dilutive  effect of any options
     has been excluded because we incurred a net loss.

                                  11

<PAGE>

                    TRICON Global Restaurants, Inc.
                   Restaurant Units Activity Summary
               For the 16 Weeks Ended December 26, 1998


                             Company-  Joint    Fran-   Li-
                             Operated Ventures  chised  censed   Total
                             -------- -------- -------- ------  ------
Pizza Hut U.S.
Balance at September 5, 1998  3,205       -      3,877  1,420   8,502
 New builds and acquisitions     15       -         20     73     108
 Refranchising and licensing   (178)      -        178     -       -
 Closures                       (57)      -        (34)   (48)   (139)
                             -------- -------- -------- ------ ------- 
Balance at December 26, 1998  2,985       -      4,041  1,445   8,471
                             ======== ======== ======== ====== =======
Taco Bell U.S.
Balance at September 5, 1998  1,797       -      3,213  1,757   6,767
 New builds and acquisitions      1       -        107     93     201
 Refranchising and licensing   (181)      -        186     (5)     -
 Closures                        (3)      -        (12)   (73)    (88)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  1,614       -      3,494  1,772   6,880
                             ======== ======== ======== ====== =======
KFC U.S.
Balance at September 5, 1998  1,705       -      3,355     68   5,128
 New builds and acquisitions     23       -         43     -       66
 Refranchising and licensing    (55)      -         55     -       -
 Closures                       (40)      -        (12)   (10)    (62)
                             -------- -------- -------- ------ ------- 
Balance at December 26, 1998  1,633       -      3,441     58   5,132
                             ======== ======== ======== ====== =======
Total U.S.
Balance at September 5, 1998  6,707       -     10,445  3,245  20,397
 New builds and acquisitions     39       -        170    166     375
 Refranchising and licensing   (414)      -        419     (5)     -
 Closures                      (100)      -        (58)  (131)   (289)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  6,232       -     10,976  3,275  20,483
                             ======== ======== ======== ====== =======
Total International
Balance at September 5, 1998  2,237    1,105     5,540    321   9,203
 New builds and acquisitions     66       34       209     -      309
 Refranchising and licensing    (53)      (3)       56     -       -
 Closures                       (85)     (16)     (131)    -     (232)
                             -------- -------- -------- ------ ------- 
Balance at December 26, 1998  2,165    1,120     5,674    321   9,280
                             ======== ======== ======== ====== =======
Total
Balance at September 5, 1998  8,944    1,105    15,985  3,566  29,600
 New builds and acquisitions    105       34       379    166     684
 Refranchising and licensing   (467)      (3)      475     (5)     -
 Closures                      (185)     (16)     (189)  (131)   (521)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  8,397(a) 1,120(a) 16,650  3,596  29,763
                             ======== ======== ======== ====== =======

% of Total                   28.2%      3.8%     55.9%   12.1%  100.0% 

a)   Includes 166  Company-Operated and 4 Joint Venture units approved
     for closure but not yet closed at December 26, 1998.

                                  12

<PAGE>

                    TRICON Global Restaurants, Inc.
                   Restaurant Units Activity Summary
               For the 52 Weeks Ended December 26, 1998


                             Company-  Joint   Fran-    Lic-
                             Operated Ventures chised   censed  Total
                             -------- -------- -------  ------ -------
Pizza Hut U.S.
Balance at December 27, 1997  3,823       -      3,581  1,294   8,698
 New builds and acquisitions     32       -         57    274     363
 Refranchising and licensing   (553)      -        553     -       -
 Closures                      (317)      -       (150)  (123)   (590)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  2,985       -      4,041  1,445   8,471
                             ======== ======== ======== ====== =======

Taco Bell U.S.
Balance at December 27, 1997  2,149       -      2,826  1,793   6,768
 New builds and acquisitions      7       -        191    232     430
 Refranchising and licensing   (511)      -        508      3      -
 Closures                       (31)      -        (31)  (256)   (318)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  1,614       -      3,494  1,772   6,880
                             ======== ======== ======== ====== =======

KFC U.S.                              
Balance at December 27, 1997  1,850       -      3,190     80   5,120
 New builds and acquisitions     38       -         94      2     134
 Refranchising and licensing   (185)      -        185     -       -
 Closures                       (70)      -        (28)   (24)   (122)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  1,633       -      3,441     58   5,132
                             ======== ======== ======== ====== =======

Total U.S.
Balance at December 27, 1997  7,822       -      9,597  3,167  20,586
 New builds and acquisitions     77       -        342    508     927
 Refranchising and licensing (1,249)      -      1,246      3      -
 Closures                      (418)      -       (209)  (403) (1,030)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  6,232       -     10,976  3,275  20,483
                             ======== ======== ======== ====== =======

Total International
Balance at December 27, 1997  2,295    1,090     5,500    241   9,126
 New builds and acquisitions    189       94       567     42     892
 Refranchising and licensing   (131)      (9)       63     77      -
 Closures                      (188)     (55)     (456)   (39)   (738)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  2,165    1,120     5,674    321   9,280
                             ======== ======== ======== ====== =======

Total
Balance at December 27, 1997 10,117    1,090    15,097  3,408  29,712
 New builds and acquisitions    266       94       909    550   1,819
 Refranchising and licensing (1,380)      (9)    1,309     80      -
 Closures                      (606)     (55)     (665)  (442) (1,768)
                             -------- -------- -------- ------ -------
Balance at December 26, 1998  8,397(a) 1,120(a) 16,650  3,596  29,763
                             ======== ======== ======== ====== =======
% of Total                    28.2%      3.8%     55.9% 12.1%  100.0%

a)   Includes 166  Company-Operated and 4 Joint Venture units approved
     for closure but not yet closed at December 26, 1998.

                                  13


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