
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-213719 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED APRIL 5, 2017) YUM CHINA HOLDINGS, INC. This prospectus supplement updates and supplements the prospectus filed by Yum China Holdings, Inc. (“Yum China”) with the Securities and Exchange Commission (the “SEC”) on April 3, 2017 as part of Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (the “prospectus”) relating to the 10,000,000 shares of common stock, par value $0.01 per share, of Yum China that may be acquired by participants in the Yum China Holdings, Inc. Long Term Incentive Plan (the “Plan”) upon the exercise of certain options to purchase shares of such common stock, the exercise of certain stock appreciation rights with respect to such common stock and upon vesting of certain awards issued pursuant to the Plan. This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus. Recent Developments On April 7, 2017, Yum China filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended February 28, 2017 (the “Quarterly Report”). The Quarterly Report is attached to this prospectus supplement. Any statement contained in the prospectus shall be deemed to be modified or superseded to the extent that information in this prospectus supplement modifies or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute a part of the prospectus except as modified or superseded by this prospectus supplement. In reviewing this prospectus supplement, you should carefully consider the matters referred to under the caption “Risk Factors” on page 6 of the prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is April 7, 2017. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _________________ Commission file number 001-37762 Yum China Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 81-2421743 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 16/F Two Grand Gateway 7100 Corporate Drive 3 Hong Qiao Road Plano, Texas 75024 Shanghai 200030 United States of America People’s Republic of China (Address, Including Zip Code, of Principal Executive Offices) (469) 980-2898 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock as of March 30, 2017 was 384,334,841 shares. Yum China Holdings, Inc. INDEX Page No. Part I. Financial Information Item 1 – Financial Statements 3 Condensed Consolidated and Combined Statements of Income – Quarters ended February 28, 2017 and February 29, 2016 3 Condensed Consolidated and Combined Statements of Comprehensive Income – Quarters ended February 28, 2017 and February 29, 2016 4 Condensed Consolidated and Combined Statements of Cash Flows – Quarters ended February 28, 2017 and February 29, 2016 5 Condensed Consolidated Balance Sheets – February 28, 2017 and December 31, 2016 6 Notes to Condensed Consolidated and Combined Financial Statements 7 Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3 – Quantitative and Qualitative Disclosures about Market Risk 27 Item 4 – Controls and Procedures 27 Part II. Other Information Item 1 – Legal Proceedings 29 Item 1A – Risk Factors 29 Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 29 Item 6 – Exhibits 29 Signatures 30 2 PART I – FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated and Combined Statements of Income (Unaudited) Yum China Holdings, Inc. (in US$ millions, except for per share data) Quarter ended Revenues 2/28/2017 2/29/2016 Company sales $ 1,257 $ 1,278 Franchise fees and income 27 25 Total revenues 1,284 1,303 Costs and Expenses, Net Company restaurants Food and paper 345 385 Payroll and employee benefits 257 245 Occupancy and other operating expenses 366 402 Company restaurant expenses 968 1,032 General and administrative expenses 67 66 Franchise expenses 13 14 Refranchising gain, net (1) (3) Other income, net (17) (15) Total costs and expenses, net 1,030 1,094 Operating Profit 254 209 Interest income, net 2 2 Income Before Income Taxes 256 211 Income tax provision (76) (62) Net income – including noncontrolling interests 180 149 Net income – noncontrolling interests 5 4 Net Income – Yum China Holdings, Inc. $ 175 $ 145 Basic Earnings Per Common Share $ 0.45 $ 0.40 Diluted Earnings Per Common Share $ 0.44 $ 0.40 See accompanying Notes to Condensed Consolidated and Combined Financial Statements. 3 Condensed Consolidated and Combined Statements of Comprehensive Income (Unaudited) Yum China Holdings, Inc. (in US$ millions) Quarter ended 2/28/2017 2/29/2016 Net income - including noncontrolling interests $ 180 $ 149 Other comprehensive income, net of tax of nil: Foreign currency gains (losses) arising during the period 22 (22) Comprehensive income - including noncontrolling interests 202 127 Comprehensive income - noncontrolling interests 6 4 Comprehensive Income - Yum China Holdings, Inc. $ 196 $ 123 See accompanying Notes to Condensed Consolidated and Combined Financial Statements. 4 Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) Yum China Holdings, Inc. (in US$ millions) Quarter ended 2/28/2017 2/29/2016 Cash Flows – Operating Activities Net income – including noncontrolling interests $ 180 $ 149 Depreciation and amortization 64 68 Refranchising gain (1) (3) Deferred income taxes (1) (19) Equity income from investments in unconsolidated affiliates (17) (16) Share-based compensation expense 3 3 Changes in accounts receivable 8 (8) Changes in inventories 40 17 Changes in prepaid expenses and other current assets 5 7 Changes in accounts payable and other current liabilities 31 113 Changes in income taxes payable 51 56 Other, net (6) 6 Net Cash Provided by Operating Activities 357 373 Cash Flows – Investing Activities Capital spending (74) (80) Purchases of short-term investments (100) (54) Proceeds from refranchising of restaurants 2 7 Other, net (1) (1) Net Cash Used in Investing Activities (173) (128) Cash Flows – Financing Activities Net transfers from Parent — 7 Payment of capital lease obligation (1) — Net Cash (Used in) Provided by Financing Activities (1) 7 Effect of Exchange Rates on Cash and Cash Equivalents 6 (5) Net Increase in Cash and Cash Equivalents 189 247 Cash and Cash Equivalents - Beginning of Period 885 425 Cash and Cash Equivalents - End of Period $ 1,074 $ 672 Supplemental Cash Flow Data Cash paid for income tax 25 23 See accompanying Notes to Condensed Consolidated and Combined Financial Statements. 5 Condensed Consolidated Balance Sheets Yum China Holdings, Inc. (in US$ millions, except for number of shares) 2/28/2017 12/31/2016 ASSETS (Unaudited) Current Assets Cash and cash equivalents $ 1,074 $ 885 Short-term investments 180 79 Accounts receivable, net 68 74 Inventories, net 231 268 Prepaid expenses and other current assets 169 120 Total Current Assets 1,722 1,426 Property, plant and equipment, net 1,627 1,647 Goodwill 80 79 Intangible assets, net 87 88 Investments in unconsolidated affiliates 37 71 Other assets 261 254 Deferred income taxes 163 162 Total Assets $ 3,977 $ 3,727 LIABILITIES AND EQUITY Current Liabilities Accounts payable and other current liabilities $ 984 $ 971 Income taxes payable 84 33 Total Current Liabilities 1,068 1,004 Capital lease obligations 28 28 Other liabilities and deferred credits 251 252 Total Liabilities 1,347 1,284 Equity Common stock, $0.01 par value; 1,000,000,000 shares authorized; 384,311,143 shares and 383,344,835.42 shares issued and outstanding at February 28, 2017 and December 31, 2016, respectively 4 4 Treasury Stock (20) (20) Additional paid-in capital 2,359 2,352 Retained earnings 215 40 Accumulated other comprehensive income 22 1 Total Equity – Yum China Holdings, Inc. 2,580 2,377 Noncontrolling interests 50 66 Total Equity 2,630 2,443 Total Liabilities and Equity $ 3,977 $ 3,727 See accompanying Notes to Condensed Consolidated and Combined Financial Statements.
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