TRICON GLOBAL RESTAURANTS INC
8-K, 2000-02-10
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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 9, 2000

                         Commission file number 1-13163
                                   -----------

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

     North Carolina                                           13-3951308
- ---------------------------------                        ----------------------
(State or other jurisdiction of                             (IRS Employer
of incorporation or organization)                          Identification No.)


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


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


        Former name or former address, if changed since last report: N/A







================================================================================


<PAGE>

Item 5.  OTHER EVENTS

         On February 9, 2000, TRICON Global Restaurants,  Inc. issued a
         press release with respect to earnings for the fourth  quarter
         and fiscal year ended  December 25, 1999. 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 9, 2000 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 10, 2000                    /s/ Matthew M. Preston
         -----------------                    ------------------------------
                                                  Matthew M. Preston
                                                  Assistant Secretary






                                       3

                                                                      EXHIBIT 99



          TRICON GLOBAL RESTAURANTS ANNOUNCES A 42 PERCENT INCREASE IN
                 ONGOING OPERATING EARNINGS TO $0.78 PER SHARE
                             FOR THE FOURTH QUARTER


LOUISVILLE, KY (February 9, 2000)- Tricon Global
Restaurants, Inc. (NYSE:YUM) reported fourth quarter ongoing operating
earnings of $122 million, or $0.78 per share, a 42 percent increase
for the quarter ended December 25, 1999. Full year ongoing operating
earnings increased 41 percent to $2.58 per share. Ongoing operating
EPS is from operations and does not include the impact of accounting
changes, facility action net gains, and unusual items.


                         Financial Highlights
                          Ongoing Operations
                ($MM except per diluted share amounts)

                                 % Change                   % Change
                                vs. prior                   vs. prior
                      Q4           year         Full Year      year
                      --        ---------       ---------   ---------

System Sales         6,868           7            21,762          6
Revenues(a)          2,311          (9)            7,822         (8)
Operating Profit       243          11               881         15
Operating Earnings     122          41               412         44
=====================================================================
Operating EPS         0.78          42              2.58         41
=====================================================================
Reported EPS(b)       0.93          (2)             3.92         38

(a)As expected, our company revenues declined primarily due to our
   strategic program to sell company restaurants to our franchise
   partners.
(b)Reported results, which are more fully described in the financial
   attachments, include the impact of accounting changes, facility
   action net gains, and unusual items.


<PAGE>

David C. Novak, Chief Executive Officer said, "We are very pleased
that Tricon grew its ongoing operating earnings per share by more than
40 percent in both the fourth quarter, and full year. Fueled by Pizza
Hut's continued success, our full-year domestic blended same store
sales growth was four percent, and our international business
delivered its strongest increase in profits in almost a decade. These
results are a clear reflection that we are continuing to successfully
execute our operational and financial strategies. Stepping back, we
took a number of actions that strengthened our long-term growth
prospects and contributed to this year's outstanding results.

"We successfully entered three new product segments with considerable
long term growth potential: "on the go" with sandwiches at KFC,
"value" with The Big New Yorker at Pizza Hut and "big taste, hot
value" with Chalupas at Taco Bell. We have continued to improve our
cost base and have rapidly increased restaurant level margins to
industry standards through improvements in base operations.
Specifically, we dramatically improved our margins in 1999 which
included about 125 basis points from base operations, on top of about
70 basis points from base operations in 1998. Importantly, we're
confident we have the right programs in place to drive further
increases. Improved margins have helped raise our ROAE up from ten
percent to about 23 percent in just two years.

"Over the long-term, our future is even more promising based on the
results we are achieving with our international business and our
strategy to focus on key equity growth markets. In 1999 Tricon
achieved a 39 percent increase in international ongoing operating
profit. In fact, in 2000 over one-fourth of our total ongoing
operating profit will come from our international business and we
expect this to grow at about 15-20 percent annually. In addition to
our international development opportunities, we have also uncovered
significant new unit opportunity in the U.S. supported by the success
of our individual restaurants and multi-branding efforts. In 2000 we
expect to build over 1,300 new restaurants across our global system.

"On the financial front, we continue to put restaurants in the hands
of growth ready franchisees. In 1999, we reduced our ownership of the
system about five points to 23 percent, as we close in on our target
of about 20 percent company ownership. Cash from operations and this
refranchising strategy have enabled us to pay down over $2.1 billion
in debt since year-end 1997, strengthening our balance sheet and
increasing our financial flexibility, while also enabling us to invest
in the business and buy back shares.

"Given this strong foundation, our outlook for 2000 remains very
positive. We're targeting about six percent systemwide sales growth
and expect to grow ongoing operating EPS 23 to 27 percent on top of
our higher 1999 base. It's too early to know for certain what the
impact to our results, if any, might be as a result of last month's
Chapter 11 bankruptcy filing by AmeriServe, our principal U.S.
distributor. We're pleased that we've been able to maintain service to
our restaurants in a cost effective manner to date. We believe
AmeriServe's filing should enable it to ultimately establish


                                       2

<PAGE>

a new long-term financing plan. In the interim, along with another major
AmeriServe customer, we received Bankruptcy Court approval to extend a
debtor-in-possession line of credit to AmeriServe, under which our
commitment is $100 million, to fund AmeriServe's ongoing operations.
We have also arranged for direct payments to AmeriServe's vendors who
supply our system's restaurants," Mr. Novak concluded.

Tricon continued to achieve solid progress in its operations. In the
quarter, its ongoing operating profit increased 11 percent driven by a
16 percent increase in franchise fees, a five percent decline in
ongoing G&A and a 70 basis point increase in ongoing restaurant level
margins. Ongoing base restaurant level margins increased over ten
basis points in the quarter even though favorable insurance-related
adjustments were 75 basis points lower than the prior year. The
company's strong improvement in operating performance was fueled by
improved cost management and an increase in blended same store sales
in the U.S. of over two percent, driven by Pizza Hut, and a 29 percent
increase in ongoing operating profit from the international business.

Tricon also continued to make substantial progress executing its
financial strategies, refranchising almost 300 restaurants in the
quarter and paying down nearly $200 million of debt. Year-to-date
Tricon sold over 1,400 restaurants to its franchise partners reducing
its ownership to 23 percent of the system, generated almost $1 billion
in free cash flow, paid down over $1 billion in debt and invested
approximately $470 million in new and existing restaurants. Based on
the improved financial condition of the company, Duff and Phelps
upgraded Tricon's debt rating to investment grade in January of this
year. In addition, in the fourth quarter Tricon invested over $130
million to buy back 3.3 million of its own shares under the $350
million share repurchase program announced in September 1999.

David Deno, Chief Financial Officer, said, "Our ongoing operating EPS
in the quarter was stronger than previously forecast primarily because
of a lower effective tax rate, a benefit from insurance-related
adjustments, and importantly, stronger performance from the base
business. The lower tax rate was driven by a one-time item, however,
we continue to implement tax strategies to permanently reduce our
effective tax rate in the future. We expect to benefit from these
strategies this year, which will allow us to overlap the 1999 one-time
benefits reduction. A reduction in our tax rate provides an annual
cash benefit to Tricon which ultimately increases shareholder returns.

"In 2000 we'll continue to make measurable progress against our
financial strategies by selling 500 to 600 restaurants and generating
close to $500 million in free cash flow," said Mr. Deno.

Pizza Hut's six percent increase in same store sales was the tenth
consecutive quarter of growth. Driven by the success of The Big New
Yorker, launched in January of 1999, same store sales increased nine
percent for the year. By delivering on its competitive positioning to
have the "Best Pizzas Under One Roof", Pizza Hut led the industry for
the year in same store sales growth and grew market share in the key
traditional segment.

                                       3
<PAGE>

KFC recorded a two percent increase in same store sales in the quarter
on top of four percent growth last year. Full-year 1999, same store
sales increased two percent. Starting in September, KFC introduced
five new freshly made chicken sandwiches: Tender Roast, Original
Recipe, Triple Crunch, Triple Crunch Zinger and Honey Barbecue. In
this short period of time, KFC's share of the chicken sandwich
category grew from under two percent to over eight percent. This
success fueled a 24 percent increase in the chicken sandwich category,
which was the strongest category growth in five years.

While sandwiches have not yet reached their full potential,
considerable trial upside remains and Tricon believes that this new
concept layer of sandwiches will help to drive profitability for the
system long term. The focus in 2000 will be to drive sales through
effective marketing of both the base chicken-on-the-bone business and
sandwiches. In particular, sandwich marketing will be focused on
building customer trial and repeat business long term.

As expected, Taco Bell posted a one percent decline in same store
sales in the fourth quarter, against a nine percent increase in same
store sales last year. This was Taco Bell's most difficult comparison
in almost six years. With the launch of the Chalupa in the fourth
quarter, Taco Bell successfully reignited transaction growth through
its focus on value oriented hot and fried high quality products.
Full-year 1999 same store sales were flat.

Tricon's international business delivered a 29 percent increase in
ongoing operating profits in the quarter on top of 27 percent growth a
year ago. On a local currency basis, same store sales were up at least
five percent or better at KFC in Mexico, Australia, the U.K. and China
and Pizza Hut in China and Singapore. Additionally, operating profits
were up over 50 percent in China and Korea due to product promotions,
new restaurants and improved cost controls. Consistent with its
strategy to focus company capital on key equity growth markets, in the
quarter Tricon entered agreements to transfer its restaurants in
Canada and Poland to new joint ventures with some of its largest
franchisees.


                                       4
<PAGE>

The term "ongoing" in the following section excludes the impact of
accounting changes, facility action net gains, and unusual items.


Results*
- --------

- --   System sales grew seven percent to almost $6.9 billion, driven by
     same store sales growth and net new restaurants. Year-to-date
     system sales grew six percent to nearly $21.8 billion.

     -    U.S. system sales increased three percent for the quarter
          and four percent year-to-date.
     -    International system sales increased 16 percent for the
          quarter and ten percent for the year. Excluding the
          favorable impact of currency translation, international
          system sales grew 12 percent for the quarter and eight
          percent year-to-date.

- --   As expected, Tricon's refranchising efforts drove a decline in
     our worldwide company revenues despite net new restaurants.

     -    U.S. revenues declined 13 percent in the quarter and 11
          percent year-to-date.
     -    International revenues increased three percent for the
          quarter and two percent for the year. Excluding the
          favorable impact of currency translation, international
          revenues were up two percent for the quarter and one percent
          year-to-date.
     -    Franchise and license fees increased 16 percent in the
          quarter and 15 percent for the year driven by existing
          restaurants acquired by franchisees from Tricon and net new
          restaurants.

- --   Ongoing company restaurant level margins as a percent of sales
     increased 70 basis points for the quarter.

- --   Ongoing base restaurant level margins were up over ten basis
     points in the quarter. Excluding the net unfavorable overlap of
     about 75 basis points of insurance-related adjustments, base
     restaurant margins were up 85 basis points driven by improved
     product cost management and new restaurants.

- --   Year-to-date, ongoing restaurant level margins increased
     approximately 175 basis points; ongoing base margins contributed
     125 basis points to this growth.

- --   Ongoing general and administrative expenses (G&A) declined five
     percent in the quarter. Lower performance and incentive
     compensation and savings from Tricon's portfolio actions drove
     the decline. Ongoing operating G&A was flat for the year.

- --   Other income declined 43 percent for the quarter and 31 percent
     for the year due to a net loss on foreign exchange transactions
     versus a net gain last year.

                                       5
<PAGE>

- --   In the fourth quarter, the favorable impact of previously
     disclosed accounting changes totaled $0.03 per share. For the
     year, the favorable impact of accounting changes totaled $0.11
     per share.

- --   Net interest expense declined 24 percent in the quarter and 26
     percent for the year primarily due to lower debt levels.

- --   The effective tax rate on ongoing operating income for the
     quarter of 34.7 percent was lower than the anticipated rate of 39
     percent primarily due to a one-time favorable international
     benefit. This compares to a 40.4 percent rate last year. In the
     quarter, the lower tax rate versus our previous forecast
     contributed about $0.05 to the growth in ongoing operating
     earnings per share. Tricon's full year effective tax rate on
     ongoing operating income was 39.3 percent versus 42.3 percent in
     1998. For 2000, Tricon currently anticipates a 38.5 percent
     ongoing operating effective tax rate for the year.

- --   Tricon repurchased 3.3 million shares for over $130 million in
     the fourth quarter under its $350 million share buy back program
     announced in September 1999. The share repurchase program
     decreased our average diluted shares outstanding by approximately
     1.6 million and .5 million in the quarter and year-to-date
     respectively. Year-to-date in 2000, Tricon has repurchased 3.2
     million shares for approximately $120 million.

*These results should be read in conjunction with the attached
financial summary.

                                       6
<PAGE>
Financial Summary
- -----------------
                          Fourth Quarter 1999
                          -------------------
                    (MMs except per share amounts)

                                Quarter                %
                           --------------------     Change
                             1999        1998        B/(W)
                           --------    --------    --------
System sales(a)            $  6,868    $  6,422           7

Company revenues(b)        $  2,311    $  2,529          (9)

Ongoing operating          $    243    $    220          11
profit(c)
Interest expense                 57          74          24
Income tax provision             64          59         (10)
                           --------    --------
Ongoing operating          $    122    $     87          41
  earnings(c)              ========    ========

Earnings per diluted share components:
Ongoing operating          $   0.78    $   0.55          42
  earnings
Accounting changes(d)          0.03        --            NM
Facility actions net gain      0.27        0.44         (38)
Unusual items(e)              (0.15)      (0.04)         NM
                           --------    --------

Total                      $   0.93    $   0.95          (2)
                           ========    ========

                               Year-to-Date            %
                           ---------------------    Change
                             1999       1998         B/(W)
                           ---------  ----------  ---------
System sales(a)            $ 21,762    $ 20,620           6

Company revenues(b)        $  7,822    $  8,479          (8)

Ongoing operating          $    881    $    768          15
profit(c)
Interest expense                202         272          26
Income tax provision            267         210         (27)
                           --------    --------
Ongoing operating          $    412    $    286          44
  earnings(c)              ========    ========

Earnings per diluted share components:
Ongoing operating          $   2.58    $   1.83          41
  earnings
Accounting changes(d)          0.11        --            NM
Facility actions net gain      1.41        1.03          36
Unusual items(e)              (0.18)      (0.02)         NM
                           --------    --------
Total                      $   3.92    $   2.84          38
                           ========    ========
(a)  Includes combined sales from company, franchisees, licensees, and
     affiliates.
(b)  Includes company sales and franchise and license fees.
(c)  Before accounting changes, facility actions net gain and unusual
     items.
(d)  Includes both required and discretionary changes, which are more
     fully described in our 1999 third quarter Form 10-Q.
(e)  Primarily includes in the fourth quarter of 1999 write-offs of
     amounts due from AmeriServe, additional costs related to wage and
     hour litigation, and a favorable adjustment to our 1997 fourth
     quarter charge.

This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
"forward-looking" statements reflect management's expectations and are
based upon currently available data; however, actual results are
subject to future events and uncertainties, which could cause actual
results to differ from those projected in these statements. Factors
that can cause actual results to differ materially include economic
and political conditions in the countries and territories where Tricon
operates, the impact of such conditions on consumer spending and
currency exchange rates, pricing pressures resulting from competitive
discounting, new product and concept development by Tricon and other
food industry competitors, the success of our refranchising strategy,
fluctuations in commodity prices, supplier contracts, business
viability of our key distributor, and actuarially determined casualty
loss estimates. Further information on factors that could affect
Tricon's financial and other results are included in the company's
Forms 10-Q and 10-K, filed with the Securities and Exchange
Commission.
                                       7
<PAGE>

Tricon Global Restaurants will hold a conference call to review its
operating and financial performance at 12:00 noon EST on Thursday,
February 10, 2000. For U.S. callers the number is 877-679-9045. For
international callers the number is 612-556-2802. The call will be
available for playback by dialing 800-615-3210 for the U.S. and
703-326-3020 for international from February 10th through February
13th.


Analysts are invited to contact:
Lynn A. Tyson, Vice President Investor Relations 502-874-8617

Members of the media are invited to contact:
Amy Sherwood, Vice President Public Relations 502-874-8200

Individual shareholders are invited to contact:
Mary Dossett, Shareholder Relations Analyst 502-874-8294

                                       8
<PAGE>

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

                                                               %
                                                  %       Proforma
                         16 Weeks Ended         Change      Change
                       -------------------       B/(W)       B/(W)
                        12/25/99  12/26/98      (a)(b)      (a)(c)
                       ---------  --------      -------    --------
REVENUES
Company sales           $ 2,075    $ 2,326        (11)       (11)
Franchise and
  license fees              236        203         16         16
                       ---------  --------
                          2,311      2,529         (9)        (9)
                       ---------  --------
Costs and expenses,
  net
Company restaurants
  Food and paper            663        759         13         13
  Payroll and
   employee benefits        565        636         11         11
  Occupancy and
   other operating
   expenses                 546        612         11         11
                       ---------  --------
                          1,774      2,007         12         11
General and
  administrative
  expenses(b)               290        311          7          5
Other (income)
  expense(d)                 (5)        (9)       (43)       (43)
Facility actions net
  gain(e)                   (70)      (119)       (41)       (41)
Unusual items(f)             44         20         NM         NM
                       ---------  --------
Total costs and
  expenses, net(b)(g)     2,033      2,210          8          8
                       ---------  --------
Operating Profit            278        319        (13)       (16)
Interest expense, net        57         74         24         24
                       ---------  --------
Income Before Income
  Taxes                     221        245        (10)       (13)
Income Tax
  Provision(h)               76         94         20         23
                       ---------  --------
Net Income              $   145    $   151         (3)        (7)
                       =========  ========
Basic EPS Data
- --------------
  EPS                   $  0.95    $  0.99         (3)        (7)
                       =========  ========
  Average Shares
   Outstanding              153        153          -          -
                       =========  ========
Diluted EPS Data
- ----------------
  EPS                   $  0.93    $  0.95         (2)        (6)
                       =========  ========
  Average Shares
   Outstanding              157        159          1          1
                       =========  ========


NM - Not Meaningful

See accompanying notes.

                                       9

<PAGE>

                    TRICON Global Restaurants, Inc.
            Condensed Consolidated Statement Of Operations
        (tabular amounts in millions, except per share amounts)
                              (unaudited)
                                                             %
                                                   %      Proforma
                         52 Weeks Ended         Change     Change
                       -------------------       B/(W)      B/(W)
                        12/25/99  12/26/98      (a)(b)     (a)(c)
                       ---------  --------      -------   --------
REVENUES
Company sales           $ 7,099    $ 7,852        (10)       (10)
Franchise and
  license fees              723        627         15         15
                       ---------  --------
                          7,822      8,479         (8)        (8)
                       ---------  --------
Costs and expenses,
  net
Company restaurants
  Food and paper          2,238      2,521         11         11
  Payroll and
   employee benefits      1,956      2,243         13         12
  Occupancy and
   other operating
   expenses               1,814      2,030         11         11
                       ---------  --------
                          6,008      6,794         12         11
General and
  administrative
  expenses(b)               920        941          2          -
Other (income)
  expense(d)                (16)       (24)       (31)       (31)
Facility actions net
  gain(e)                  (381)      (275)        38         38
Unusual items(f)             51         15         NM         NM
                       ---------  --------
Total costs and
  expenses, net(b)(g)     6,582      7,451         12         11
                       ---------  --------
Operating Profit          1,240      1,028         21         18
Interest expense, net       202        272         26         26
                       ---------  --------
Income Before Income
  Taxes                   1,038        756         37         33
Income Tax
  Provision(h)              411        311        (32)       (28)
                       ---------  --------
Net Income              $   627    $   445         41         37
                       =========  ========
Basic EPS Data
- --------------
  EPS                   $  4.09    $  2.92         40         36
                       =========  ========
  Average Shares
   Outstanding              153        153          -          -
                       =========  ========
Diluted EPS Data
- ----------------
  EPS                   $  3.92    $  2.84         38         34
                       =========  ========
  Average Shares
   Outstanding              160        156         (2)        (2)
                       =========  ========


NM - Not Meaningful

See accompanying notes.

                                       9a
<PAGE>

                    TRICON Global Restaurants, Inc.
        Supplemental Schedule of Reportable Operating Segments'
                     Revenues and Operating Profit
                             (in millions)
                              (unaudited)


                            16 Weeks Ended     % Change
                           ------------------    B/(W)
                           12/25/99  12/26/98     (a)
                           --------  --------  ---------
SYSTEM SALES
  United States            $ 4,488   $ 4,366         3
  International              2,380     2,056        16
                           --------  --------
  Worldwide                $ 6,868   $ 6,422         7
                           ========  ========
REVENUES
  United States
   Company sales           $ 1,508   $ 1,769       (15)
   Franchise and license
    fees                       161       139        16
                           --------  --------

  Total United States        1,669     1,908       (13)
                           --------  --------
  International
   Company sales               567       557         2
   Franchise and license
    fees                        75        64        16
                           --------  --------
  Total International          642       621         3
                           --------  --------
  Worldwide                $ 2,311   $ 2,529        (9)
                           ========  ========


                            52 Weeks Ended     % Change
                           ------------------    B/(W)
                           12/25/99  12/26/98     (a)
                           --------  --------  --------
SYSTEM SALES
  United States            $14,516   $14,013         4
  International              7,246     6,607        10
                           -------   -------
  Worldwide                $21,762   $20,620         6
                           =======   =======
REVENUES
  United States
   Company sales           $ 5,253   $ 6,013       (13)
   Franchise and license
    fees                       495       426        16
                           -------   -------
  Total United States        5,748     6,439       (11)
                           -------   -------
  International
   Company sales             1,846     1,839         -
   Franchise and license
    fees                       228       201        13
                           -------   -------
  Total International        2,074     2,040         2
                           -------   -------
  Worldwide                $ 7,822   $ 8,479        (8)
                           =======   =======

NM - Not Meaningful

See accompanying notes.

                                       10
<PAGE>

                    TRICON Global Restaurants, Inc.
        Supplemental Schedule of Reportable Operating Segments'
                     Revenues and Operating Profit
                             (in millions)
                              (unaudited)

                                                          %
                                                %     Proforma
                           16 Weeks Ended    Change    Change
                          -----------------   B/(W)    B/(W)
                          12/25/99 12/26/98  (a)(b)   (a)(c)
                          -------- --------  ------- ---------
RESTAURANT MARGIN
  United States(b)(g)     $ 220    $  243      (9)     (10)
  International(b)           81        76       8        8
                          -------- --------
  Worldwide               $ 301    $  319      (5)      (6)
                          ======== ========

RESTAURANT MARGIN AS A
PERCENT OF COMPANY SALES
  United States            14.6%    13.7%   0.9 ppts.  0.7 ppts.
  International            14.3%    13.6%   0.7 ppts.  0.7 ppts.
  Worldwide                14.5%    13.7%   0.8 ppts.  0.7 ppts.

OPERATING PROFIT
  United States(b)(g)     $ 230    $  217      6         5
  International(b)           79        61     30        29
                          -------- --------
  Total(b)                  309       278     11        10
  Unallocated
   expenses(b)              (56)      (62)    11         3
  Foreign exchange
   net (loss) gain           (1)        4     NM        NM
  Facility actions
   net gain(e)               70       119    (41)      (41)
  Unusual items(f)          (44)      (20)    NM        NM
                          -------- --------
  Total Operating
   Profit(b)(g)           $ 278    $  319    (13)      (16)
                          ======== ========


                                                          %
                           52 Weeks Ended       %      Proforma
                          ------------------  Change    Change
                                               B/(W)     B/(W)
                          12/25/99  12/26/98  (a)(b)    (a)(c)
                          --------  --------  -------  --------
RESTAURANT MARGIN
  United States(b)(g)     $  825    $  819         1       (1)
  International(b)           266       239        11       11
                          --------  --------
  Worldwide               $1,091    $1,058         3        2
                          ========  ========

RESTAURANT MARGIN AS A
PERCENT OF COMPANY SALES
  United States            15.7%     13.6%    2.1 ppts.  1.9 ppts.
  International            14.4%     13.0%    1.4 ppts.  1.4 ppts.
  Worldwide                15.4%     13.5%    1.9 ppts.  1.7 ppts.

OPERATING PROFIT
  United States(b)(g)     $  828    $  740        12       10
  International(b)           265       191        39       39
                          --------  --------
  Total(b)                 1,093       931        17       16
  Unallocated
   expenses(b)              (180)     (169)       (6)     (14)
  Foreign exchange
   net (loss) gain            (3)        6        NM       NM
  Facility actions
   net gain(e)               381       275        38       38
  Unusual items(f)           (51)      (15)       NM       NM
                          --------  --------
  Total Operating
   Profit(b)(g)           $1,240    $1,028        21       18
                          ========  ========

NM - Not Meaningful

See accompanying notes.

                                      10a
<PAGE>

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

Certain items have been reclassified in the condensed consolidated
financial statements for prior periods to conform with the fiscal 1999
presentation. These reclassifications had no effect on previously
reported net income.

(a)  Percentages may not recompute due to rounding.

(b)  Included in our 1999 operating results are several accounting and
     human resource policy changes. These changes fall into three
     categories:

     --   Required changes in Generally Accepted Accounting Principles
          ("GAAP") resulting in a benefit of approximately $3 million
          and $7 million for the quarter and year-to-date,
          respectively,
     --   Discretionary methodology changes implemented to more
          accurately measure certain liabilities resulting in a
          benefit of approximately $1 million and $14 million, for the
          quarter and year-to-date, respectively, and
     --   Policy changes driven by our accounting and human resource
          standardization programs resulting in a benefit of
          approximately $4 million and $8 million for the quarter and
          year-to-date, respectively.

    These changes impacted our results as follows:

                                           16 Weeks     52 Weeks
                                            Ended        Ended
                                           12/25/99     12/25/99
                                          ----------   ----------
    Restaurant margin                     $    3       $   11
    General and administrative expenses        5           18
                                          ----------   ----------
    Operating profit                      $    8       $   29
                                          ==========   ==========

    U.S.                                  $    3       $   15
    International                              1            -
    Unallocated                                4           14
                                          ----------   ----------
    Total                                 $    8       $   29
                                          ==========   ==========

    After-tax impact                      $    5       $   18
                                          ==========   ==========
    Per diluted share                     $  0.03      $  0.11
                                          ==========   ==========


(c)  Proforma % B/(W) excludes the effects of the accounting and human
     resource policy changes described in Note (b) above.

(d)  Other (income) expense includes:


                                        16 Weeks Ended
                                       ------------------
                                       12/25/99  12/26/98
                                       --------  --------
    Equity income from investments in
      unconsolidated affiliates        $   (6)   $   (5)
    Foreign exchange net loss (gain)        1        (4)
                                       --------  --------
    Total other (income) expense       $   (5)   $   (9)
                                       ========  ========


                                        52 Weeks Ended
                                       -----------------
                                       12/25/99 12/26/98
                                       -------- --------
    Equity income from investments in
      unconsolidated affiliates        $  (19)  $  (18)
    Foreign exchange net loss (gain)        3       (6)
                                       -------- --------
    Total other (income) expense       $  (16)  $  (24)
                                       ======== ========

                                       11

<PAGE>
(e)  Facility actions net gain includes the following:

                                             16 Weeks Ended
                                            ------------------
                                            12/25/99  12/26/98
                                            --------  --------
    Refranchising gains                     $   90    $  107
    Store closure (costs) reductions           (11)       35
    Impairment charges for stores that will
      continue to be used in the business       (6)      (23)
    Impairment charges for stores to
      be closed in the future                   (3)        -
                                            --------  --------
                                            $   70    $  119
                                            ========  ========
    U.S.                                    $   79    $  112
    International                               (9)        7
                                            --------  --------
    Total                                   $   70    $  119
                                            ========  ========
    After-tax net gain                      $   43    $   70
                                            ========  ========
    Per diluted share                       $ 0.27    $ 0.44
                                            ========  ========

                                             52 Weeks Ended
                                            -----------------
                                            12/25/99 12/26/98
                                            -------- --------
    Refranchising gains                     $   422  $   279
    Store closure (costs) reductions            (13)      27
    Impairment charges for stores that will
      continue to be used in the business       (16)     (31)
    Impairment charges for stores to
      be closed in the future                   (12)       -
                                            -------- --------
                                            $   381  $   275
                                            ======== ========
    U.S.                                    $   385  $   256
    International                                (4)      19
                                            -------- --------
    Total                                   $   381  $   275
                                            ======== ========
    After-tax net gain                      $   226  $   162
                                            ======== ========
    Per diluted share                       $  1.41  $  1.03
                                            ======== ========

    These net gains in 1999 and 1998 include the following favorable
    adjustments to our 1997 fourth quarter charge:

                          16 Weeks Ended      52 Weeks Ended
                         ------------------  -----------------
                         12/25/99  12/26/98  12/25/99 12/26/98
                         --------  --------  -------- --------
    Refranchising gains  $   (2)   $   (3)   $    4   $   (2)
    Store closure costs       6        54         9       56
                         --------  --------  -------- --------
                         $    4    $   51    $   13   $   54
                         ========  ========  ======== ========
    U.S.                 $    7    $   59    $   19   $   62
    International            (3)       (8)       (6)      (8)
                         --------  --------  -------- --------
    Total                $    4    $   51    $   13   $   54
                         ========  ========  ======== ========
    After-tax net gain   $    3    $   31    $   10   $   33
                         ========  ========  ======== ========
     Per diluted share   $ 0.02    $ 0.20    $ 0.06   $ 0.21
                         ========  ========  ======== ========

    These adjustments relate to lower-than-expected losses from
    stores disposed of, decisions to retain certain stores originally
    expected to be disposed of and changes in estimated disposal
    costs.

                                       12
<PAGE>

(f)  Unusual items of $44 million ($24 million after-tax or $0.15 per
     diluted share) in the quarter and $51 million ($29 million
     after-tax or $0.18 per diluted share) year-to-date 1999 primarily
     include:
     --   The write-off of amounts owed to TRICON from AmeriServe of
          approximately $41 million, which includes a $15 million
          unsecured loan from TRICON,
     --   An increase in the estimated costs of settlement of certain
          wage and hour litigation and associated defense and other
          costs incurred,
     --   Favorable adjustments to our 1997 fourth quarter charge
          related to lower actual costs,
     --   The write-down to estimated fair market value less cost to
          sell of our idle Wichita processing facility,
     --   Costs associated with the pending formation of certain
          international affiliates,
     --   Impairment of enterprise-level goodwill in one of our
          international businesses and
     --   Additional severance and other exit costs related to 1998
          strategic decisions to streamline the infrastructure of our
          international business.
                                       12a
<PAGE>

    Unusual items of $20 million ($6 million after-tax or $0.04 per
    diluted share) in the quarter and $15 million ($3 million
    after-tax or $0.02 per diluted share) year-to-date 1998 include:

     --   Severance and other exit costs related to 1998 strategic
          decisions to streamline the infrastructure of our
          international business,
     --   An increase in the estimated costs of settlement of certain
          wage and hour litigation and associated defense and other
          costs incurred,
     --   Favorable adjustments to our 1997 fourth quarter charge
          related to anticipated actions that were not taken,
          primarily severance,
     --   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 and
     --   Write-down to estimated fair market value less costs to sell
          of our minority interest in a privately held non-core
          business, previously carried at cost.

(g)  Our quarter and year-to-date restaurant margin and operating
     profit in 1999 and 1998 include the following favorable
     self-insurance adjustments as determined by our independent
     actuary and other insurance-related adjustments. These
     self-insurance adjustments reflect improved casualty loss trends
     across all three of our U.S. operating companies.

                                  16 Weeks Ended      52 Weeks Ended
                                 ------------------  -----------------
                                 12/25/99  12/26/98  12/25/99 12/26/98
                                 --------  --------  -------- --------
   Insurance-related adjustments $    9    $   23    $   30   $   23
                                 ========  ========  ======== ========
   After-tax insurance-related
   adjustments                   $    6    $   14    $   19   $   14
                                 ========  ========  ======== ========
   Per diluted share             $ 0.04    $ 0.09    $ 0.12   $ 0.09
                                 ========  ========  ======== ========

(h)  The effective tax rates were 34.2% and 38.6% for the 16 weeks
     ended December 25, 1999 and December 26, 1998, respectively. The
     effective tax rates were 39.5% and 41.1% for the 52 weeks ended
     December 25, 1999 and December 26, 1998, respectively.


                                       13

<PAGE>
                    TRICON Global Restaurants, Inc.
                   Restaurant Units Activity Summary
               For the 52 Weeks Ended December 25, 1999
                              (unaudited)

                                        Affil- Fran-   Li-
                              Company   iates  chisees censees  Total
                             ---------- ------ ------- ------- -------
KFC U.S.
Balance at December 26,
   1998(a)                     1,633        -   3,414     58    5,105
  New openings and
    acquisitions                  78        -     142      2      222
  Refranchising and licensing   (218)       -     218      -        -
  Closures and divestitures      (54)       -     (31)   (11)     (96)
                             ---------- ------ ------- ------- -------
Balance at December 25, 1999   1,439        -   3,743     49    5,231
                             ========== ====== ======= ======= =======
% of Total                     27.5%      0.0%  71.6%   0.9%   100.0%
Pizza Hut U.S.
Balance at December 26,
 1998(a)                       2,985        -   3,982  1,445    8,412
  New openings and
   acquisitions(b)                30        -     107    373      510
  Refranchising and licensing   (524)       -     524      -        -
  Closures and
   divestitures(b)              (133)       -    (165)  (390)    (688)
  Other                           (3)       -      (2)  (145)    (150)
                             ---------- ------ ------- ------- -------
Balance at December 25, 1999   2,355        -   4,446  1,283    8,084
                             ========== ====== ======= ======= =======
% of Total                     29.1%      0.0%  55.0%  15.9%   100.0%
Taco Bell U.S.
Balance at December 26,
 1998(a)                       1,614        -   3,466  1,772    6,852
  New openings and
   acquisitions                   47        -     183    164      394
  Refranchising and licensing   (428)       -     425      3        -
  Closures and divestitures      (43)       -     (52)  (192)    (287)
  Other                            -        -    (101)    21      (80)
                             ---------- ------ ------- ------- -------
Balance at December 25, 1999   1,190        -   3,921  1,768    6,879
                             ========== ====== ======= ======= =======
% of Total                     17.3%      0.0%  57.0%  25.7%   100.0%
Total U.S.
Balance at December 26,
 1998(a)                       6,232        -  10,862  3,275   20,369
  New openings and
   acquisitions                  155        -     432    539    1,126
  Refranchising and licensing (1,170)       -   1,167      3        -
  Closures and divestitures     (230)       -    (248)  (593)  (1,071)
  Other                           (3)       -    (103)  (124)    (230)
                             ---------- ------ ------- ------- -------
Balance at December 25, 1999   4,984        -  12,110  3,100   20,194
                             ========== ====== ======= ======= =======
% of Total                     24.7%      0.0%  60.0%  15.3%   100.0%
International
Balance at December 26,
 1998(a)                       2,165    1,120   5,788    321    9,394
  New openings and
   acquisitions(b)               168       83     426     47      724
  Refranchising and licensing   (265)      (5)    276     (6)       -
  Closures and
   divestitures(b)               (71)     (20)   (186)   (53)    (330)
                             ---------- ------ ------- ------- -------
Balance at December 25, 1999   1,997    1,178   6,304    309    9,788
                             ========== ====== ======= ======= =======
% of Total                     20.4%     12.0%  64.4%   3.2%   100.0%
Worldwide
Balance at December 26,
 1998(a)                       8,397    1,120  16,650  3,596   29,763
  New openings and
   acquisitions(b)               323       83     858    586    1,850
  Refranchising and licensing (1,435)      (5)  1,443     (3)       -
  Closures and
   divestitures(b)              (301)     (20)   (434)  (646)  (1,401)
  Other                           (3)       -    (103)  (124)    (230)
                             ---------- ------ ------- ------- -------
Balance at December 25, 1999   6,981(c) 1,178  18,414  3,409   29,982
                             ========== ====== ======= ======= =======
% of Total                       23.3%   3.9%    61.4%  11.4%   100.0%

(a)  A total of 114 units have been  reclassified  from U.S. to International to
     reflect the transfer of management responsibility.
(b)  Company  new  openings  and  acquisitions   and  franchisee   closures  and
     divestitures  include  12  stores  acquired  by  the  Company  from  a U.S.
     franchisee and 9 stores acquired from an International franchisee.
(c)  Includes  37  Company  units  approved  for  closure  but not yet closed at
     December 25, 1999.
                                       14


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