SecProbe.io

Mail Stop 3561
May 31, 2016

Micky Pant
Chief Executive Officer
Yum! China Holding, Inc.
1441 Gardiner Lane
Louisville, KY 40213

Re: Yum! China Holding, Inc.
 Form 10-12B
Filed May 4, 2016
File No. 001 -37762

Dear Mr. Pant:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing your response to these  comments, we may have  additional
comments.

Form 10

Exhibit 99.1

Market and Industry Data, page iii

1. In this section and elsewhere in your information statement, w e note that you have
relied on reports and publications from third -party sources for data .  Please provide us
with the relevant portions of the materials you cite.

2. You state that the industry publications on which you are basing your disclosure  do
not “guarantee the accuracy or completeness” of certain information in the
information statemen t, and that the nature of such information is “generally reliable”
and “inherently imprecise.”   Please revise to r emove any implication that you are not
responsible for disclosure you have included in the information statement.

Micky Pant
Yum! China Holding, Inc.
May 31, 2016
Page 2

Questions and Answers abo ut the Separation, page iv

3. Here and in the Separation and Distribution section, p lease include a question
addressing how the costs of the S eparation will be allocated between YUM and the
company , and quantify the costs.

Information Statement Summary, pag e 1

4. Please disclose the directly comparable GAAP measure to “adjusted EBITDA”
disclosed in the first paragraph and wherever else disclosed pursuant to Item
10(e)(i)(A) of Regulation S -K.

5. Please tell us the basis for your statement that “our brands are in tegrated into Chinese
popular culture and consumers’ daily lives.”

Industry Backdrop, page 2

6. We note the connection  you make, here and in the B usiness section,  between the
expected growth in the middle class and the expected increase in the company’s sales.
Please balance this disclosure by including the information that growth in the middle
class does not necessarily equate to  a growth in sales, as the tastes of the Chinese
middle class could shift away from QSR offerings, as they have in other countries.

New -Unit Growth, page 3

7. We note your presentation on page 3 and on page 75 of compound annual growth
rates. Because CAGR does not reflect volatility, please accompany your CAGR
presentation with supporting numbers for each year, or tell us why this information is
not material in each instance where you have disclosed CAGR.

8. You state that you believe you have an opportunity to grow your restaurant count
three times over the long term.  Please clarify what you mean by “long term” when
referring to this development goal and balance your disclosure by addressing the risks
associated with growth of this magnitude.

Enhanced Profi tability, page 4

9. Refer to your statement that “ [s]ince we increased our focus on restaurant margin
improvement in late 2013, margins at KFC improved two percentage points from
2013 to 2015.”  Please revise to specifically state what margins improved.  If other
margins underperformed during this period, balance your disclosure by mentioning
those as well.

Micky Pant
Yum! China Holding, Inc.
May 31, 2016
Page 3

Reasons for the Separation, page 5

10. We note that one of the primary reasons for the separation is to allow for enhanced
strategic and management focus.  Please expand your discussion to clarify the
differences between the company and YUM in terms of operating priorities and
strategies.

Risk Factors, page 11

We are subject to all of the risks associated with leasing real estate…page 1 5

11. Please revise this  risk factor to be more specific about when the lease terms expire,
distinguishing long -term from short -term leases.

Our results of operations may fluctuate due to seasonality and certain major events in China,
page 20

12. Please recast this risk factor to emphasize the risk rather than the benefits associated
with seasonal markets in China.

Certain defects caused by non -registration of our lease agreements related to certain
properties may materially and adversely affect our ability to use such properties, page 27

13. Revise this risk factor to quantify the potential fines associated with the failure to
register the properties, and to explain the reasons that the leases have not been
registered , or explain why you do not believe this is material .

Management’s Discussion and Analysis, page 51

Summary, page 53

14. Please explain briefly the reasons that you believe sales in the second half of 2015
failed to meet expectations.

Liquidity and Capital Resources, page 63

15. We note the working capital defi cit for each year reported on the combined balance
sheets.  Please discuss (i) the reason for the deficit, (ii) its effect on your liquidity and
operations, and (iii) how you manage the deficit.  Refer to Item 303(a)(1) of
Regulation S -K.

Micky Pant
Yum! China Holding, Inc.
May 31, 2016
Page 4

 16. Please discuss whether your existing cash, net cash from operations and sources of
liquidity will be sufficient to fund your operations, anticipated capital expenditures
and debt repayment obligations , if any, for the next 12 months.

Business, page 69

The Separation an d Distribution, page 98

17. Please discuss in this section what alternatives the board considered before
determining to go forward with the transaction.  Explain any material advantages or
disadvantages that persuaded the board that the spin -off was the most feasible and
financially attractive approach.

Reasons for the Separation, page 98

18. In the bullet point captioned “Optimized Capital Structure,” please explain why the
board expects that YUM will be more highly franchised, more geographically
diversified and less volatile in terms of profit, and with a lower cost of capital.  Also,
please  explain what impact this is likely to have on the company’s  stockholders.

19. In this section and in Management’s Discussion and Analysis, as appropriate, please
summarize the material aspects of the company’s  business that will need to change in
order to r eplace operations, governance, management and similar items currently
provided by YUM or administered on a shared basis by the companies prior to
separation.  Quantify the cost of duplicating these items to the extent possible.

Risks associated with the  Company and the Separation, page 99

20. Refer to the disclosure which states that the board considered the loss of benefits
arising from unified operations.  Please explain briefly what  lost benefits the board
considered.

21. Balance the discussion of the negat ive factors the board considered to more fully
describe the factors and to more closely track the disclosure of the advantages the
board considered.

Formation of a New Company Prior to the Company’s Distribution, page 99

22. Expand the disclosure in this section to explain what entities will be transferred to the
company and how the transfer will occur.   To the extent material to an understanding
of the organization of the company, please include an organizational chart depicting
the company’s structure fo llowing the spin -off.

Micky Pant
Yum! China Holding, Inc.
May 31, 2016
Page 5

 Conditions to the Distribution, page 102

23. Briefly describe what government approvals, if any, may be required to complete the
transaction.

Notes to Combined Financial Statements, page F -8

24. We note the disclosure in the risk factor “ We expect to rely to a significant extent on
dividends and other distributions … paid by our principal operating subsidiaries …”
on page 25.  Please tell us your consideration of Rules 4 -08(e), 5.04(c) Schedule I and
12-04 of Regulation S -X.  In addition , please refer to instruction 6 to paragraph
303(a) of Regulation S -K as appropriate.

Note 16 – Contingencies, page F -34

25. In your risk factor “Certain defects caused by non -registration of our lease
agreements …” on page 27, you state the company has approximately 7,000 leased
properties of which most properties are not registered with the appropriate
government authority in China.  You further state, that failure to register a lease will
potentially subject you to a fine.  Please tell us your consider ation of disclosures
required by ASC 450 -20 with respect to any contingencies associated with these
leases.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the fe deral securities laws of the United
States.

Micky Pant
Yum! China Holding, Inc.
May 31, 2016
Page 6

 You may contact Abe Friedman  at 202-551-8298 or Doug Jones  at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.
Please contact Julie Griffith  at 202-551-3267  or me at 202-551-3469  with any other
questions.

Sincerely,

/s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure