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YUM CHINA : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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10/06/2017 | 12:08pm CEST
References to the Company throughout this Management's Discussion and Analysis
of Financial Condition and Results of Operations (this "MD&A") are made using
the first person notations of "we," "us" or "our." This MD&A contains
forward-looking statements, including statements with respect to the retail tax
structure reform and the potential effects thereof, our growth plans, future
capital resources to fund our operations and anticipated capital expenditures,
share repurchases, our ability to pay dividends and the impact of new accounting
pronouncements not yet adopted. See "Cautionary Note Regarding Forward-Looking
Statements" at the end of this Item 2 for information regarding forward-looking
statements.

Introduction

Yum China Holdings, Inc. is the largest restaurant company in China, with over
7,700 restaurants as of August 31, 2017. Our growing restaurant base consists of
China's leading restaurant brands and concepts, primarily KFC, Pizza Hut, East
Dawning, Little Sheep and Taco Bell. Following our separation from YUM, we have
had the exclusive right to operate and sub-license the KFC, Pizza Hut and,
subject to achieving certain agreed-upon milestones, Taco Bell brands in China,
excluding Hong Kong, Taiwan and Macau (the "PRC" or "China"), and we own the
East Dawning and Little Sheep marks outright. We were the first major global
restaurant brand when we entered China in 1987 and we have developed deep
operating experience in the market. We have since grown to become one of China's
largest restaurant developers with locations in over 1,100 cities as of August
31, 2017 and opening an average of approximately two new restaurants per day
over the past five years.

KFC is the leading Quick-Service Restaurant ("QSR") brand in the PRC in terms of
system sales and number of restaurants. As of August 31, 2017, KFC operated over
5,300 restaurants in over 1,100 cities across China. Measured by number of
restaurants, we believe KFC has a two-to-one lead over the nearest Western QSR
competitor in China, and KFC has continued to grow in both large and small
cities. During the second quarter of 2017, we integrated the business of Pizza
Hut Casual Dining and Pizza Hut Home Service as Pizza Hut. After the
integration, Pizza Hut continues to be the leading Casual Dining Restaurant
("CDR") brand in China as measured by system sales and number of restaurants. We
believe Pizza Hut has a five-to-one lead in terms of number of restaurants over
its nearest Western CDR competitor in China. As of August 31, 2017, Pizza Hut
operated over 2,100 restaurants in over 400 cities.

Separation from YUM

The Company separated from YUM on October 31, 2016, becoming an independent
publicly traded company as a result of a pro rata distribution of all
outstanding shares of Yum China common stock to shareholders of YUM. On October
31, 2016, YUM's shareholders of record as of 5:00 p.m. Eastern Time on October
19, 2016 received one share of Yum China common stock for every one share of YUM
common stock held as of the record date. Yum China's common stock began trading
"regular way" under the ticker symbol "YUMC" on the New York Stock Exchange on
November 1, 2016.

Basis of Presentation

The financial statements presented in this Form 10-Q represent (i) for periods
prior to October 31, 2016, the Condensed Combined Financial Statements of YUM's
China businesses and operations when Yum China was a wholly-owned subsidiary of
YUM and (ii) for periods subsequent to October 31, 2016, the Condensed
Consolidated Financial Statements of the Company as a separate publicly traded
company following its separation from YUM. Throughout this Form 10-Q, when we
refer to the "financial statements," we are referring to the "Condensed
Consolidated and Combined Financial Statements," unless the context indicates
otherwise.



The Condensed Combined Financial Statements have been prepared on a standalone
basis and are derived from YUM's consolidated financial statements and
underlying accounting records. Transactions between the Company and YUM that
were not cash settled were considered to be effectively settled at the time the
transactions were recorded. The Condensed Combined Financial Statements include
all revenues, costs, assets and liabilities directly attributable to the Company
either through specific identification or allocation. The Condensed Combined
Statements of Income include allocations for certain of YUM's Corporate
functions that provided a direct benefit to the Company. These costs have been
allocated based on Company system sales relative to YUM's global system sales.
All allocated costs have been deemed to have been paid to YUM in the period in
which the costs were recorded. The Company considers the cost allocation
methodology and results thereof for the periods prior to October 31, 2016 to be
reasonable. However, the allocations may not be indicative of the actual expense
that the Company would have experienced had the Company operated as an
independent publicly traded company for the periods prior to October 31, 2016.
Upon the separation from YUM, Parent Company Investment was adjusted as a result
of settlement of certain assets and liabilities with YUM and formed Yum China's
common stock and additional paid-in capital.

                                       17

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Overview

We intend for this MD&A to provide the reader with information that will assist
in understanding our results of operations, including metrics that management
uses to assess the Company's performance. Throughout this MD&A, we discuss the
following performance metrics:

• The Company provides certain percentage changes excluding the impact of

foreign currency translation ("F/X"). These amounts are derived by

translating current year results at prior year average exchange rates. We

believe the elimination of the F/X impact provides better year-to-year

comparability without the distortion of foreign currency fluctuations.

• System sales growth reflects the results of all restaurants regardless of

ownership, including Company-owned, franchise and unconsolidated affiliate

      restaurants that operate our Concepts, except for non-Company-owned
      restaurants for which we do not receive a sales-based royalty. Sales of
      franchise and unconsolidated affiliate restaurants typically generate
      ongoing franchise fees for the Company at a rate of approximately 6% of
      system sales. Franchise and unconsolidated affiliate restaurant sales are

not included in Company sales on the Condensed Consolidated and Combined

Statements of Income; however, the franchise fees are included in the

Company's revenues. We believe system sales growth is useful to investors as

a significant indicator of the overall strength of our business as it

incorporates all of our revenue drivers, Company and franchise same-store

sales as well as net unit growth.

• Same-store sales growth is the estimated percentage change in sales of all

restaurants that have been open and in the Company system one year or more.

Company Restaurant profit ("Restaurant profit") is defined as Company sales

less expenses incurred directly by our Company-owned restaurants in

generating Company sales. Company restaurant margin percentage is defined as

Restaurant profit divided by Company sales. Within the Company Sales and

Restaurant Profit analysis, Store Portfolio Actions represent the net impact

      of new unit openings, acquisitions, refranchising and store closures, and
      Other primarily represents the impact of same-store sales as well as the

impact of changes in restaurant operating costs such as inflation/deflation.

• In addition to the results provided in accordance with GAAP throughout this

MD&A, the Company provides non-GAAP measures which present Operating Profit

before Special Items, Diluted Earnings Per Common Share before Special

Items, Effective tax rate before Special Items and Adjusted EBITDA, which we

define as net income including noncontrolling interests adjusted for income

tax, interest income, depreciation, amortization and other items, including

store impairment charges. Special Items consist of reversal of loss

associated with sale of aircraft, income from the reversal of contingent

consideration previously recorded for a business combination and impact of

the redemption of the Little Sheep noncontrolling interest which are

described in (a), (b), (c) and (d) in the accompanying notes. The Company

excludes impact from Special Items for the purpose of evaluating performance

internally. Special Items are not included in any of our segment results.

These non-GAAP measures are not intended to replace the presentation of our

financial results in accordance with GAAP. Rather, the Company believes that

the presentation of these non-GAAP measures provides additional information

to investors to facilitate the comparison of past and present results,

excluding those items that we do not believe are indicative of our ongoing

operations due to their nature.


All Note references in this MD&A refer to the Notes to the Condensed
Consolidated and Combined Financial Statements. Tabular amounts are displayed in
millions of U.S. dollars except percentages and per share and unit count
amounts, or as otherwise specifically identified. Percentages may not recompute
due to rounding. References to quarters are references to the Company's fiscal
quarters. The Company's third fiscal quarter of 2017 and 2016 consist of the
three months ended August 31, 2017 and 2016, respectively. The Company's 2017
and 2016 year to date periods discussed in this MD&A consist of the first eight
months of 2017 and 2016, respectively.



                                       18

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Quarters and years to date ended August 31, 2017 and August 31, 2016

Results of Operations

Summary

The Company has two reportable segments: KFC and Pizza Hut. Our remaining
operating segments, including the operations of East Dawning, Little Sheep, Taco
Bell and Daojia, are combined and referred to as All Other Segments, as these
operating segments are insignificant both individually and in the aggregate.
Segment financial information for prior periods has been recast to align with
this change in segment reporting.



Quarterly highlights:

                                                            % Change
                       System Sales(a)       Same-Store Sales(a)      Net New Units     Operating Profit
KFC                                 +11                        +7                +5                     +20
Pizza Hut                            +7                         -                +8                       -
All Other Segments                  (37 )                      (5 )              +3                      NM
Total                               +10                        +6                +6                     +11




Year to date highlights:
                                                             % Change
                          System Sales(a)       Same-Store Sales(a)      Net New Units   Operating Profit
KFC                                     +8                        +4                +5                 +20
Pizza Hut                               +7                        +1                +8                 +37
All Other Segments                     (36 )                      (8 )              +3                 (81 )
Total                                   +7                        +4                +6                 +23



(a) System Sales and Same-Store Sales percentages as shown in tables exclude the

impact of F/X.


As of August 31, 2017, the Company operated over 7,700 units, predominately KFC
and Pizza Hut restaurants, which are the leading quick service and casual dining
restaurant brands, respectively, in mainland China. Given our strong competitive
position, a growing economy and a population of approximately 1.4 billion in
mainland China, the Company has rapidly added KFC and Pizza Hut restaurants.



As compared to the third quarter of 2016, Company sales in the third quarter of
2017 increased 8% and 10%, if excluding the impact of F/X. The increase in
Company sales during the quarter, excluding the impact of F/X, was driven by net
unit growth and same-store sales growth. The increase in Restaurant profit for
the quarter was driven by same-store sales leverage and labor efficiency,
partially offset by wage inflation and promotion costs. The increase in
Restaurant profit for the year to date ended August 31, 2017 was primarily due
to the impact of the retail tax structure reform implemented on May 1, 2016 and
also driven by sales leverage, partially offset by wage inflation and commodity
inflation. The benefit from the retail tax structure reform was most impactful
on food and paper costs, although other items such as utility cost and rental
expense also benefited from it.







                                       19
--------------------------------------------------------------------------------

The Consolidated and Combined Results of Operations for the quarters and year to date ended August 31, 2017 and 2016 are presented below:


                                        Quarter ended           % B/(W) (a)         Year to date ended         % B/(W) (a)
                                  8/31/2017      8/31/2016        Reported       8/31/2017      8/31/2016        Reported
Company sales                    $  1,998$  1,848            8           $  4,818$  4,684            3
Franchise fees and income              40             35           14                 98             90            9
Total revenues                   $  2,038$  1,883            8           $  4,916$  4,774            3
Restaurant profit                $    399$    356           12           $    927$    798           16
Restaurant Margin %                  20.0 %         19.2 %        0.8   ppts.       19.3 %         17.0 %        2.3   ppts.
Operating Profit                 $    317$    286           11           $    714$    582           23
Interest income, net                    6              3           NM                 13              7           77
Income tax provision                 (102 )          (87 )        (19 )             (213 )         (165 )        (29 )
Net Income - including
  noncontrolling interests            221            202            9                514            424           21
Net Income - noncontrolling
interests                              10             10            6                 21             10           NM
Net Income - Yum China
Holdings, Inc.                   $    211$    192            9           $    493$    414           19
Diluted Earnings Per Share       $   0.53$   0.53            -           $   1.24$   1.14            9
Effective tax rate                   31.7 %         29.8 %                          29.3 %         28.0 %
Operating Profit before
Special Items                    $    314$    283$    711$    580
Diluted Earnings Per Common
Share
  before Special Items           $   0.52$   0.52$   1.23$   1.11
Effective tax rate before
Special Items                        32.0 %         29.9 %                          29.4 %         28.0 %
Adjusted EBITDA                  $    425$    390$  1,004$    895

(a) Represents period-over-period change in percentage. NM refers to changes over

    100%, from negative to positive amounts or from zero to an amount.




Performance Metrics



                                                     Quarter ended                         Year to date ended
                                             8/31/2017          8/31/2016           8/31/2017             8/31/2016
System Sales Growth (Decline)                       8 %              (3 )%                3 %                   - %
System Sales Growth, excluding F/X                 10 %               3 %                 7 %                   5 %
Same-store Sales Growth (Decline)                   6 %              (1 )%                4 %                   1 %




         Unit Count                   8/31/2017       8/31/2016      % Increase
         Company-owned                     6,149           5,847               5
         Unconsolidated affiliates           872             812               7
         Franchisees                         726             671               8
                                           7,747           7,330               6


                                       20
--------------------------------------------------------------------------------
Special Items


Special Items, along with the reconciliation to the most comparable GAAP financial measure, are presented below.



                                                     Quarter ended                          Year to date ended
Detail of Special Items                     8/31/2017            8/31/2016            8/31/2017            8/31/2016
Reversal of loss associated with sale
of aircraft (a)                                     -                    3                    -                    2
Income from the reversal of
contingent consideration (b)                        3                    -                    3                    -
Special Items Income - Operating
Profit                                              3                    3                    3                    2
Tax Expenses on Special Items(c)                    -                   (1 )                  -                   (1 )
Special Items Income, net of tax -
including
  noncontrolling interests                          3                    2                    3                    1
Special Items Expense, net of tax of
nil
  - noncontrolling interests(d)                     -                    -                    -                   (8 )

Special Items Income, net of tax

  - Yum China Holdings, Inc.            $           3        $           2        $           3        $           9
Weighted average diluted shares
outstanding                               398,497,353          363,758,219          397,385,512          363,758,219
Special Items Diluted Earnings Per
Common Share                            $        0.01$        0.01$        0.01$        0.03
Reconciliation of Reported Operating
Profit to
  Operating Profit Before Special
Items
Reported Operating Profit               $         317        $         286        $         714        $         582
Special Items Income - Operating
Profit                                              3                    3                    3                    2

Operating Profit before Special Items $ 314 $ 283

       $         711        $         580
Reconciliation of Reported EPS to EPS
Before
  Special Items
Reported Diluted Earnings Per Common
Share                                   $        0.53$        0.53$        1.24$        1.14
Special Items Diluted Earnings Per
Common Share                                     0.01                 0.01                 0.01                 0.03
Diluted Earnings Per Common Share
before Special Items                    $        0.52$        0.52$        1.23$        1.11
Reconciliation of Reported Effective
Tax Rate to
  Effective Tax Rate Before Special
Items
Reported effective tax rate (See Note
11)                                              31.7 %               29.8 %               29.3 %               28.0 %
Impact on tax rate as a result of
Special Items(c)                                 (0.3 )%              (0.1 )%              (0.1 )%                (- )%
Effective tax rate before Special
Items                                            32.0 %               29.9 %               29.4 %               28.0 %



(a) During the quarter ended August 31, 2016, we completed the sale of a

    corporate aircraft and recorded the reversal of a portion of the loss
    previously recognized within Special Items in 2015 to reflect the final
    proceeds of the sale.

(b) During the quarter ended August 31, 2017, we recognized income from the

reversal of contingent consideration previously recorded for a business

combination as the likelihood of making payment becomes remote.

(c) The tax expense was determined based upon the nature as well as the

jurisdiction of each Special Item at the applicable tax rate.

(d) During the quarter ended May 31, 2016, the Little Sheep founding shareholders

sold their remaining 7% Little Sheep ownership interest to the Company

pursuant to their redemption rights. The difference between the purchase

price of less than $1 million, which was determined using a non-fair value

based formula pursuant to the agreement governing the redemption rights, and

the carrying value of their redeemable noncontrolling interests was recorded

    as an $8 million loss attributable to noncontrolling interests.


                                       21
--------------------------------------------------------------------------------

Adjusted EBITDA

Net income, along with the reconciliation to Adjusted EBITDA, is presented
below.



                                                  Quarter ended                   Year to date ended
Reconciliation of Net Income to
Adjusted EBITDA                            8/31/2017        8/31/2016         8/31/2017        8/31/2016
Net Income - noncontrolling interests    $       10$       10$       21$       10
Net Income - Yum China Holdings, Inc.           211              192              493               414
Income tax provision                            102               87              213               165
Interest income, net                             (6 )             (3 )            (13 )              (7 )
Operating Profit                                317              286              714               582
Depreciation and amortization                   105              101              265               272
Store impairment charges (See Note 6)             6                6               28                43
Special Items Income - Operating
profit                                           (3 )             (3 )             (3 )              (2 )
Adjusted EBITDA                          $      425$      390$    1,004$      895


Segment Results

KFC



                                                              Quarter ended                                              Year to date ended
                                                                                % B/(W)                                                       % B/(W)
                                        8/31/2017      8/31/2016       Reported         Ex F/X        8/31/2017      8/31/2016       Reported         Ex F/X
Company sales                          $  1,385$  1,263          10              11           $  3,342$  3,238           3               7
Franchise fees and income                    38             34          13              14                 93             87           7              11
Total revenues                         $  1,423$  1,297          10              12           $  3,435$  3,325           3               7

Restaurant profit                      $    292$    250          17              19           $    671$    589          14              18
Restaurant margin %                        21.1 %         19.7 %       1.4   ppts.     1.4   ppts.       20.1 %         18.2 %       1.9   ppts.     1.9   ppts.

G&A expenses                           $     42$     39          (7 )            (9 )         $    106$    101          (6 )           (10 )
Closure and impairment expenses, net   $      1$      4          40              38           $     10$     25          58              56
Other income, net                      $    (18 )$    (16 )        14              16           $    (45 )$    (38 )        18              23
Operating Profit                       $    286$    238          20              22           $    647$    538          20              24




                                                    Quarter ended                         Year to date ended
                                            8/31/2017          8/31/2016           8/31/2017             8/31/2016
System Sales Growth (Decline)                     10 %              (4 )%                4 %                   1 %
System Sales Growth, excluding F/X                11 %               2 %                 8 %                   7 %
Same-Store Sales Growth (Decline)                  7 %              (1 )%                4 %                   4 %




           Unit Count                   8/31/2017      8/31/2016     % Increase
           Company-owned                  4,007          3,832                 5
           Unconsolidated affiliates        872            812                 7
           Franchisees                      468            443                 6
                                          5,347          5,087                 5




                                       22
--------------------------------------------------------------------------------

Company Sales and Restaurant Profit

The changes in Company sales and Restaurant profit were as follows:


                                                                   Quarter ended
Income (Expense)         8/31/2016        Store Portfolio Actions             Other              F/X            8/31/2017
Company sales         $      1,263       $                      44       $        99$       (21 )$      1,385
Cost of sales                 (365 )                           (13 )             (36 )               6               (408 )
Cost of labor                 (243 )                            (7 )             (17 )               4               (263 )
Occupancy and other           (405 )                           (11 )             (13 )               7               (422 )
Restaurant profit     $        250       $                      13       $        33$        (4 )$        292




                                                               Year to date ended
Income (Expense)         8/31/2016       Store Portfolio Actions             Other              F/X            8/31/2017
Company sales         $     3,238       $                      94       $       139$      (129 )$     3,342
Cost of sales                (970 )                           (27 )             (31 )              39              (989 )
Cost of labor                (625 )                           (18 )             (49 )              26              (666 )
Occupancy and other        (1,054 )                           (23 )              22                39            (1,016 )
Restaurant profit     $       589       $                      26       $        81$       (25 )$       671




The increases in Company sales and Restaurant profit associated with store
portfolio actions for the quarter was driven by net unit growth. Significant
other factors impacting Company sales and Restaurant profit were the Company
same-store sales growth of 7%, partially offset by higher labor costs including
wage inflation of 8% and promotion costs.



The year-to-date increases in Company sales and Restaurant profit associated
with store portfolio actions was driven by net unit growth. Significant other
factors impacting Company sales and Restaurant profit were the Company
same-store sales growth of 4% and the favorable impact from retail tax structure
reform (primarily in cost of sales), partially offset by higher labor costs
including wage inflation of 8%, commodity inflation of 3% and promotion costs.

Franchise Fees and Income

The quarter and year-to-date increases in Franchise fees and income, excluding
the impact of F/X, was primarily driven by the impact of refranchising and net
unit growth.

G&A Expenses

The quarter and year-to-date increases in G&A expenses, excluding the impact of F/X, was primarily driven by higher compensation costs due to wage inflation.

Operating Profit

The increase in Operating Profit for the quarter, excluding the impact of F/X,
was primarily driven by same-store sales growth and net unit growth, partially
offset by higher restaurant operating costs and G&A expenses.

The year-to-date increase in Operating Profit, excluding the impact of F/X, was
primarily driven by same-store sales growth, net unit growth and lower closure
and impairment expenses, partially offset by higher G&A expenses and higher
restaurant operating costs.

                                       23

--------------------------------------------------------------------------------


Pizza Hut



                                                                    Quarter ended                                                     Year to date ended
                                                                                   % B/(W)                                                            % B/(W)
                                           8/31/2017       8/31/2016      Reported                Ex F/X        8/31/2017      8/31/2016     Reported                Ex F/X
Company sales                            $     603$     573                5                7           $  1,449$  1,405               3                7
Franchise fees and income                        1               1               37               40                  2              2              31               36
Total revenues                           $     604$     574                5                7           $  1,451$  1,407               3                7

Restaurant profit                        $     108$     108                1                2           $    256$    210              22               26
Restaurant margin %                           17.8 %          18.7 %           (0.9 ) ppts.     (0.8 ) ppts.       17.6 %         14.9 %           2.7   ppts.      2.7   ppts.

G&A expenses                             $      27$      25               (4 )             (6 )         $     70$     68              (1 )             (5 )

Closure and impairment expenses, net $ 1$ 1

     54               56           $      9$     11              23               20
Operating Profit                         $      80$      82                -                2           $    177$    132              37               42




                                                   Quarter ended                         Year to date ended
                                            8/31/2017          8/31/2016           8/31/2017            8/31/2016
System Sales Growth (Decline)                     6 %                1 %                 3 %                 (3 )%
System Sales Growth, excluding F/X                7 %                7 %                 7 %                  3 %
Same-Store Sales Growth (Decline)                 - %               (4 )%                1 %                 (8 )%




                 Unit Count       8/31/2017      8/31/2016      % Increase
                 Company-owned      2,114          1,973                  7
                 Franchisees           29             20                 45
                                    2,143          1,993                  8



Company Sales and Restaurant Profit

The changes in Company sales and Restaurant profit were as follows:



                                                                   Quarter ended
Income (Expense)         8/31/2016        Store Portfolio Actions             Other              F/X            8/31/2017
Company sales         $        573       $                      38       $         2       $       (10 )$        603
Cost of sales                 (144 )                           (11 )             (12 )               3               (164 )
Cost of labor                 (129 )                            (8 )               1                 2               (134 )
Occupancy and other           (192 )                           (10 )               2                 3               (197 )
Restaurant profit     $        108       $                       9       $        (7 )$        (2 )$        108






                                                               Year to date ended
Income (Expense)       8/31/2016          Store Portfolio Actions           Other               F/X            8/31/2017
Company sales         $      1,405       $                      94       $          6       $       (56 )$      1,449
Cost of sales                 (376 )                           (24 )                9                15               (376 )
Cost of labor                 (326 )                           (23 )               (5 )              13               (341 )
Occupancy and other           (493 )                           (26 )               25                18               (476 )
Restaurant profit     $        210       $                      21       $         35       $       (10 )$        256


The increases in Company sales and Restaurant profit associated with store
portfolio actions for the quarter was primarily driven by net unit growth.
Company sales and Restaurant profit were negatively impacted by promotion costs
and higher labor costs including wage inflation of 6%, partially offset by labor
efficiency.

                                       24
--------------------------------------------------------------------------------


The year-to-date increases in Company sales and Restaurant profit associated
with store portfolio actions was primarily driven by net unit growth.
Significant other factors impacting Company sales and Restaurant profit were the
favorable impact from retail tax structure reform (primarily in cost of sales),
Company same-store sales growth of 1% and labor efficiency, partially offset by
higher labor costs including wage inflation of 6% and commodity inflation of
1%.

G&A Expenses

The quarter and year-to-date increases in G&A expenses, excluding the impact of
F/X, was primarily driven by higher compensation costs due to wage inflation and
increased headcounts.

Operating Profit

The increase in Operating Profit for the quarter, excluding the impact of F/X,
was primarily driven by net unit growth, partially offset by higher restaurant
operating costs mainly attributable to promotion costs and wage inflation.

The year-to-date increase in Operating Profit, excluding the impact of F/X, was
primarily driven by lower restaurant operating costs including the favorable
impact of the retail tax structure reform, net unit growth and same-store sales
growth.

All Other Segments

All Other Segments includes East Dawning, Little Sheep, Taco Bell and Daojia.



                                                           Quarter ended                                                      Year to date ended
                                                                             % B/(W)                                                              % B/(W)
                                      8/31/2017      8/31/2016     Reported             Ex F/X             8/31/2017      8/31/2016     Reported             Ex F/X
Company sales                        $    10$    12              (23 )              (22 )         $     27$    41              (34 )              (31 )
Franchise fees and income                  1              -               86                 93                  3             1               65                 74
Total revenues                       $    11$    12              (18 )              (16 )         $     30$    42              (29 )              (26 )

Restaurant (loss) profit                  (1 )           (3 )             88                 87           $      -       $    (2 )             NM                 NM
Restaurant margin %                     (1.5 )%        (7.7 )%           6.2   ppts.        6.1   ppts.        2.2 %        (1.7 )%           3.9   ppts.        4.0   ppts.

G&A expenses                         $     6$     2               NM                 NM           $     10$     6              (74 )              (78 )
Operating Loss                       $    (8 )$    (5 )             NM                 NM           $     (8 )$    (6 )            (81 )              (77 )



The decrease in Company sales for the quarter, excluding the impact of F/X, was primarily driven by unit closures and refranchising.

The year-to-date decrease in Company sales, excluding the impact of F/X, was
primarily driven by unit closures, refranchising and same-store sales decline of
8%.



Corporate & Unallocated



                                               Quarter ended                                 Year to date ended
Income (Expense)                   8/31/2017       8/31/2016      % B/(W)           8/31/2017       8/31/2016      % B/(W)
Corporate G&A expenses           $     (45 )$     (35 )           (31 )      $    (108 )$     (96 )           (13 )
Refranchising gain, net (See
Note 6)                                  -               4             (87 )              2               8             (74 )
Other unallocated                        4               2              NM                4               6             (23 )
Interest income, net                     6               3              NM               13               7              77
Income tax provision (See Note
11)                                   (102 )           (87 )           (19 )           (213 )          (165 )           (29 )
Effective tax rate (See Note
11)                                   31.7 %          29.8 %          (1.9 )%          29.3 %          28.0 %          (1.3 )%




Corporate G&A Expenses

The quarter and year-to-date increases in G&A expenses, excluding the impact of
F/X, resulted from higher compensation costs partially attributable to hiring
additional personnel to perform public company functions, as well as increased
professional service fees.

                                       25
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Interest Income, Net

The quarter and year-to-date increases in interest income, net was driven by higher returns on larger balances of short-term investments and time deposits.

Income Tax Provision

Our income tax provision includes tax on our earnings at the Chinese statutory
tax rate of 25%. To the extent those earnings are not deemed permanently
reinvested in China, we are required to record U.S. tax on those earnings, net
of a credit for the foreign taxes paid in China. Our effective tax rate was
31.7% and 29.8% for the quarters ended August 31, 2017 and 2016, respectively,
and 29.3% and 28.0% for the year to date ended August 31, 2017 and 2016,
respectively. The higher effective tax rate for the quarter and year to date
ended August 31, 2017 was primarily due to higher costs of repatriating current
year earnings into the U.S.

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

PRC Value-Added Tax ("VAT")



Effective May 1, 2016, the Chinese government implemented reform to its retail
tax structure, which is intended to be a progressive and positive shift to more
closely align with a more modern service-based economy. Under this reform, a 6%
output VAT replaced the 5% business tax previously applied to certain restaurant
sales. Input VAT would be creditable to the aforementioned 6% output VAT.

Entities that are VAT general taxpayers are permitted to offset qualified input
VAT paid to suppliers against their output VAT upon receipt of appropriate
supplier VAT invoices on an entity by entity basis. When the output VAT exceeds
the input VAT, the difference is remitted to tax authorities, usually on a
monthly basis; whereas when the input VAT exceeds the output VAT, the difference
is treated as an input VAT credit asset which can be carried forward
indefinitely to offset future net VAT payables. VAT related to purchases and
sales which have not been settled at the balance sheet date is disclosed
separately as an asset and liability, respectively, in the Condensed
Consolidated Balance Sheets. At each balance sheet date, the Company reviews the
outstanding balance of any input VAT credit asset for recoverability based on
its forecasted operating results. We evaluate the recoverability of the net VAT
credit asset based on our estimated operating results and capital spending,
which inherently includes significant assumptions that are subject to change.

As of August 31, 2017, an input VAT credit asset of $120 million and payable of
$3 million were recorded in Other assets and other current liabilities,
respectively, in the Condensed Consolidated Balance Sheets. The Company has not
made an allowance for the recoverability of the input VAT credit asset, as the
balance is expected to be utilized to offset against net VAT payables more than
one year from August 31, 2017. Any input VAT credit asset would be classified as
Prepaid expenses and other current assets if the Company expected to use the
credit within one year.



We have been benefiting from the retail tax structure reform since it was
implemented on May 1, 2016. However, the amount of our expected benefit from
this VAT regime depends on a number of factors, some of which are outside of our
control. The VAT reform is still at an early stage of implementation and the
interpretation and application of the new VAT regime may not be immediately
clear or settled at some local governmental levels. In addition, the timetable
for enacting the prevailing VAT regulations into national VAT law, including
ultimate enacted VAT rates, is not clear. As a result, for the foreseeable
future, the benefit of this significant and complex VAT reform has the potential
to fluctuate from quarter to quarter.



Foreign Currency Exchange Rate



The reporting currency of the Company is the US$. Most of the revenues, costs,
assets and liabilities of the Company are denominated in Chinese Renminbi
("RMB"). Any significant change in the exchange rate between US$ and RMB may
materially and adversely affect the Company's business, results of operations,
cash flows and financial condition. See "Item 3. Quantitative and Qualitative
Disclosures About Market Risk" for further discussion.

Consolidated and Combined Cash Flows

Our cash flows for the year to date ended August 31, 2017 and 2016 were as follows:

Net cash provided by operating activities was $987 million in 2017 as compared
to $824 million in 2016. The increase was primarily driven by higher Net Income
and timing of payments for inventory.

                                       26

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Net cash used in investing activities was $294 million in 2017 as compared to
$232 million in 2016. The increase was primarily driven by acquisition of Daojia
in 2017, lapping cash proceeds generated from the sale of aircraft and the
impact from refranchising, which reduced net cash used in 2016.

Net cash used in financing activities of $142 million in 2017 was mainly related
to share repurchases of $128 million and net cash used in financing activities
of $249 million in 2016 mainly represented changes in net investment by Parent.

Liquidity and Capital Resources



Historically we have funded our operations through cash generated from the
operation of our Company-owned stores and from our franchise operations and
dividend payments from our unconsolidated affiliates. Prior to October 31, 2016,
excess cash was historically repatriated to YUM through intercompany loans or
dividends.



Our ability to fund our future operations and capital needs will depend on our
ongoing ability to generate cash from operations. We believe our principal uses
of cash in the future will be primarily to fund our operations, capital
expenditures and any distributions to our stockholders or share repurchases we
may make. We believe that our future cash from operations, together with our
access to funds on hand and the capital markets, will provide adequate resources
to fund these uses of cash and that our existing cash and net cash from
operations will be sufficient to fund our operations and anticipated capital
expenditures for the next 12 months.



If our cash flows from operations are less than we require, we may need to access the capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future or at all will be impacted by many factors, including, but not limited to:

  • our financial performance;


  • our credit ratings or absence of a credit rating;


  • the liquidity of the overall capital markets; and


  • the state of the Chinese, U.S. and global economies.



There can be no assurance, particularly as a new company that currently has no credit rating, that we will have access to the capital markets on terms acceptable to us or at all.

Generally our income is subject to the Chinese statutory tax rate of 25%. However, to the extent our cash flows from operations exceed our China cash requirements, the excess cash may be subject to an overall tax rate equal to the 35% U.S. statutory income tax rate.

Dividends and Share Repurchases



On February 7, 2017, we announced that our board of directors authorized a $300
million share repurchase program. Yum China may repurchase shares under this
program from time to time in open market or privately negotiated transactions,
including block trades, accelerated share repurchase transactions and the use of
Rule 10b5-1 trading plans. As of August 31, 2017, the Company has repurchased
$128 million or 3,355,696 shares of common stock under the repurchase program.
On October 4, 2017, the Board of Directors increased Yum China's existing share
repurchase authorization from $300 million to an aggregate of $550 million.

                                       27

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Our ability to declare and pay any dividends on our stock may be restricted by
applicable Chinese laws. The laws, rules and regulations applicable to our
Chinese subsidiaries permit payments of dividends only out of their accumulated
profits, if any, determined in accordance with applicable Chinese accounting
standards and regulations. Under Chinese law, an enterprise incorporated in
China is required to set aside at least 10% of its after-tax profits each year,
after making up previous years' accumulated losses, if any, to fund certain
statutory reserve funds, until the aggregate amount of such a fund reaches 50%
of its registered capital. As a result, our Chinese subsidiaries are restricted
in their ability to transfer a portion of their net assets to us in the form of
dividends. At the discretion of the board of directors, as an enterprise
incorporated in China, each of our Chinese subsidiaries may allocate a portion
of its after-tax profits based on Chinese accounting standards to staff welfare
and bonus funds. These reserve funds and staff welfare and bonus funds are not
distributable as cash dividends.



On October 4, 2017, the Board of Directors approved a regular quarterly cash
dividend program, and declared an initial cash dividend of $0.10 per share on
Yum China's common stock, payable as of the close of business on December 21,
2017 to stockholders of record as of the close of business on November 30, 2017.
Future dividends will be subject to review and approval by the Board of
Directors.

Borrowing Capacity

As of August 31, 2017, the Company had credit facilities of RMB2,300 million (approximately $350 million) in the aggregate.

The credit facilities have terms ranging from 1 to 3 years. Each credit facility
bears interest based on the prevailing rate stipulated by the People's Bank of
China and contains financial covenants including, among other things,
limitations on certain additional indebtedness and liens, and certain other
transactions specified in the respective agreement. Each credit facility
contains a cross-default provision whereby our failure to make any payment on a
principal amount from any credit facility will constitute a default on other
credit facilities. Interest on any outstanding borrowings is due at least
monthly. As of August 31, 2017, the full amount of borrowings was available to
us under each facility.

Off-Balance Sheet Arrangements

See the Guarantees section of Note 13 for discussion of our off-balance sheet arrangements.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

See Note 2 for details of recently adopted accounting pronouncements.

                                       28

--------------------------------------------------------------------------------

New Accounting Pronouncements Not Yet Adopted



In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with
Customers (Topic 606) (ASU 2014-09), to provide principles within a single
framework for revenue recognition of transactions involving contracts with
customers across all industries. In July 2015, the FASB approved a one-year
deferral of the effective date of the new revenue standard. ASU 2014-09 is now
effective for the Company in our first quarter of fiscal 2018 with early
adoption permitted in the first quarter of 2017. The standard allows for either
a full retrospective or modified retrospective transition method. In March and
April 2016, the FASB issued the following amendments to clarify the
implementation guidance: ASU No. 2016-08, Revenue from Contracts with Customers
(Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross
versus Net) and ASU No. 2016-10, Revenue from Contracts with Customers (Topic
606): Identifying Performance Obligations and Licensing. We do not believe these
standards will impact our recognition of revenue from Company-owned restaurants
or our recognition of continuing fees from franchisees, which are based on a
percentage of franchise sales. However, the initial fees from franchisees, which
are currently recognized as revenue when we have performed substantially all
initial services required by the franchise agreement, generally upon the opening
of a store, will be recognized over the term of the franchise agreement because
the franchise rights will be accounted for as rights to access our symbolic
intellectual property. This will result in additional deferred revenue
associated with the franchise right upon adoption of the new standard. We
recognized $2 million and $5 million of initial fees, including renewal fees, as
revenue for the quarter and year to date ended August 31, 2017, respectively. We
are evaluating whether the standards will have an impact on transactions
currently not included in our revenues such as franchisee contributions to and
subsequent expenditures from advertising programs. We act as an agent in regard
to these franchisee contributions and expenditures and as such we do not
currently include them in our statements of income or cash flows. We are
evaluating whether the new standards will impact the principal/agent
determinations in these arrangements. If we determine we are the principal in
these arrangements we would include contributions to and expenditures from these
advertising programs within our Consolidated Statements of Income and Cash
Flows. While any such change has the potential to materially impact our gross
amount of reported revenues and expenses, such impact would largely be
offsetting and we would not expect there to be a significant impact on our
reported Net Income. In addition, we are continuing to evaluate the impact the
adoption of these standards will have on the recognition and presentation of
other revenue transactions with unconsolidated affiliates and franchisees. The
new guidance also requires enhanced disclosures, including the identification of
performance obligations and significant judgments in measurement and
recognition.



In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU
2016-02), which increases transparency and comparability among organizations by
recognizing lease assets and lease liabilities on the balance sheet and
disclosing key information about leasing arrangements. ASU 2016-02 is effective
for the Company in our first quarter of fiscal 2019 with early adoption
permitted. The standard must be adopted using a modified retrospective
transition approach for leases existing at, or entered into after, the beginning
of the earliest comparative period presented in the financial statements. We
expect that this standard will have a material effect on our financial
statements. While we are continuing to assess the effect of adoption, we
currently believe the most significant changes relate to the recognition of
right-of-use assets and lease liabilities on our balance sheet for operating
leases of the land and/or building of our restaurants and office space. At
August 31, 2017, we operated more than 6,100 restaurants, leasing the underlying
land and/or building, with our commitments expiring within 20 years from the
inception of the lease. The amount of our future minimum lease payments under
operating leases was approximately $3 billion as of August 31, 2017. We
anticipate continuing to add more restaurants and increase our leasing activity
between now and adoption.



In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit
Losses (Topic 326) (ASU 2016-13): Measurement of Credit Losses on Financial
Instruments, which requires measurement and recognition of expected versus
incurred credit losses for financial assets held. ASU 2016-13 is effective for
the Company in the first quarter of 2020, with early adoption permitted
beginning in the first quarter of 2019. We are currently evaluating the impact
the adoption of this standard will have on our financial statements.



In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic
230) (ASU 2016-15), which provides clarification regarding how certain cash
receipts and cash payment are presented and classified in the statement of cash
flows. This update addresses eight specific cash flow issues with the objective
of reducing the existing diversity in practice. ASU 2016-15 is effective for
annual and interim periods beginning after December 15, 2017, which will require
us to adopt these provisions in the first quarter of 2018 using a retrospective
transition method, with early adoption permitted. We are currently evaluating
the impact the adoption of this standard will have on our financial statements.



In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740):
Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which
requires the recognition of the income tax consequences of an intra-entity
transfer of an asset, other than inventory, when the transfer occurs. The
guidance will require a modified retrospective application with a cumulative
adjustment to opening retained earnings at the beginning of the first quarter of
2018, but permits adoption at the beginning of an earlier annual period. We are
currently evaluating the impact the adoption of this standard will have on our
financial statements.



                                       29
--------------------------------------------------------------------------------


In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows
(Topic 230): Restricted Cash (ASU 2016-18), which requires that entities show
the changes in total cash, cash equivalents, restricted cash and restricted cash
equivalents in the statement of cash flows. ASU 2016-18 is effective for fiscal
years beginning after December 15, 2017, and interim periods within those fiscal
years, with early adoption permitted. We do not expect the adoption of this
guidance to have a material impact on our financial statements.



In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic
805): Clarifying the Definition of a Business (ASU 2017-01), which revises the
definition of a business and provides new guidance in evaluating when a set of
transferred assets and activities is a business. The guidance is effective for
fiscal years beginning after December 15, 2017, and interim periods within those
fiscal years, with early adoption permitted. We do not expect the adoption of
this guidance to have a material impact on our financial statements.



In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and
Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04),
which simplifies the subsequent measurement of goodwill by eliminating "Step 2"
from the goodwill impairment test. ASU 2017-04 is effective for public
companies' annual or interim goodwill impairment tests in fiscal years beginning
after December 15, 2019. Early adoption is permitted for annual goodwill
impairment tests performed on testing dates after January 1, 2017. We do not
expect the adoption of this guidance to have a material impact on our financial
statements.



In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation
(Topic 718): Scope of Modification Accounting (ASU 2017-09), which clarifies
that modification accounting is required only if the fair value, the vesting
conditions, or the classification of the award (as equity or liability) changes
as a result of the changes in terms or conditions. ASU 2017-09 is effective for
fiscal years beginning after December 15, 2018, and interim periods with fiscal
years beginning after December 15, 2018, with early adoption permitted. We do
not expect the adoption of this guidance to have a material impact on our
financial statements.

                                       30

--------------------------------------------------------------------------------

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. These statements often include words
such as "may," "will," "estimate," "intend," "seek," "expect," "project,"
"anticipate," "believe," "plan," "could," "target," "predict," "likely,"
"should," "forecast," "outlook," "model," "ongoing" or other similar
terminology. Forward-looking statements are based on our expectations,
estimates, assumptions or projections concerning future results or events as of
the date of the filing of this Form 10-Q. Forward-looking statements are neither
predictions nor guarantees of future events, circumstances or performance and
are inherently subject to known and unknown risks, uncertainties and assumptions
that could cause our actual results to differ materially from those indicated by
those statements. We cannot assure you that any of our assumptions are correct
or any of our expectations, estimates or projections will be achieved. Numerous
factors could cause our actual results to differ materially from those expressed
or implied by forward-looking statements, including, without limitation, the
following:

• Risks related to our business and industry, such as (a) food safety and

food-borne illness concerns, (b) failure to maintain effective quality

control systems for our restaurants, (c) significant liability claims, food

contamination complaints from our customers or reports of incidents of food

tampering, (d) health concerns arising from outbreaks of viruses or other

diseases, (e) the fact that we derive substantially all of our revenue from

our operations in China, (f) the fact that the operation of our restaurants

is subject to the terms of the master license agreement with YUM, (g) the

fact that our success is tied to the success of YUM's brand strength,

marketing campaigns and product innovation, (h) shortages or interruptions

in the availability and delivery of food and other supplies, (i) our

inability to attain our target development goals and the potential

cannibalization of existing sales by aggressive development, (j) fluctuation

of raw materials prices, (k) risks associated with leasing real estate, (l)

inability to obtain desirable restaurant locations on commercially

reasonable terms, (m) labor shortages or increases in labor costs, (n) the

fact that our success depends substantially on our corporate reputation and

on the value and perception of our brands, (o) failure to protect the

integrity and security of personal information of our customers and

employees, (p) the dependence of our delivery business on the performance

of, and our long-term relationships with, third-party aggregators and mobile

payment processors, (q) our inability or failure to recognize, respond to

and effectively manage the accelerated impact of social media, (r)

litigation and failure to comply with anti-bribery or anti-corruption laws,

(s) U.S. federal income taxes, changes in tax rates, disagreements with

taxing authorities and imposition of new taxes, (t) changes in consumer

discretionary spending and general economic conditions, (u) competition in

the retail food industry, (v) loss or failure to obtain or renew any or all

of the approvals, licenses and permits to operate our business, (w) our

inability to adequately protect the intellectual property we own or have the

right to use, (x) YUM's failure to protect its intellectual property, (y)

seasonality and certain major events in China, (z) failure of or damage to

information systems, (aa) our failure to detect, deter and prevent all

instances of fraud or other misconduct committed by our employees, customers

or other third parties, (bb) changes in accounting standards and subjective

      assumptions, estimates and judgments by management related to complex
      accounting matters, (cc) failure of our insurance policies to provide
      adequate coverage for claims associated with our business operations, (dd)

failure by us to maintain effective disclosure controls and procedures and

internal control over financial reporting in accordance with the rules of

the SEC and (ee) unforeseeable business interruptions;

• Risks related to doing business in China, such as (a) changes in Chinese

      political policies and economic and social policies or conditions, (b)
      changes in laws and regulations, (c) uncertainties with respect to the

interpretation and enforcement of Chinese laws, rules and regulations, (d)

fluctuation in the value of the Chinese Renminbi, (e) limitations on our

ability to utilize our cash balances effectively due to governmental control

of currency conversion and payments of foreign currency, (f) reliance on

distributions by our operating subsidiaries in China to fund offshore cash

requirements, (g) potential unfavorable tax consequences resulting from our

classification as a China resident enterprise for Chinese enterprise income

tax purposes, (h) uncertainty regarding indirect transfers of equity

interests and enhanced scrutiny by Chinese tax authorities, (i) inability to

use properties due to defects caused by non-registration of lease agreements

related to certain properties, (j) risk in relation to unexpected land

acquisitions, building closures or demolitions, (k) potential fines for

failure to comply with law and (l) restrictions on our ability to make loans

or additional capital contributions to our Chinese subsidiaries due to

Chinese regulation of loans to, and direct investment in, Chinese entities

      by offshore holding companies and governmental control of currency
      conversion;


                                       31
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• Risks related to the separation and related transactions, such as (a) not

achieving all of the anticipated benefits, (b) incurring significant tax

liabilities if the distribution does not qualify as a transaction that is

generally tax-free for U.S. federal income tax purposes and the Company

could be required to indemnify YUM for material taxes and other related

      amounts pursuant to indemnification obligations under the tax matters
      agreement, (c) being obligated to indemnify YUM for material taxes and
      related amounts pursuant to indemnification obligations under the tax
      matters agreement if YUM is subject to Chinese indirect transfer tax with
      respect to the distribution, (d) limitations on our ability to engage in

strategic transactions as a result of the separation, (e) our inability to

satisfy financial reporting and other requirements to which we are subject

as an independent publicly traded company, (f) limited experience of our

management in managing a public company, (g) inability to access capital

markets on acceptable terms, (h) increased administrative and other costs

incurred by virtue of our status as an independent public company, (i)

limitations on our ability to compete with YUM and other restrictions on our

operations contained in the master license agreement, (j) failure by YUM to

perform its obligations under the transaction agreements that we entered

      into with it as part of the separation, (k) potential indemnification
      liabilities owing to YUM pursuant to the separation and distribution
      agreement and there being no assurance that the indemnity provided by YUM
      with respect to certain liabilities in connection with the separation will

be sufficient to insure us against the full amount of such liabilities, (l)

the possibility that a court would require that we assume responsibility for

obligations allocated to YUM under the separation and distribution

agreement, (m) potential liabilities due to fraudulent transfer

considerations and (n) actual or potential conflicts of interest of certain

of our executive officers and directors because of their previous positions

at YUM; and

• Risks related to the acquisition of Daojia, including that (a) the PRC

government may determine that the variable interest entity structure of

Daojia does not comply with PRC laws on foreign investment in restricted

industries, (b) the integration of Daojia may require significant time,

attention and resources, potentially diverting attention from the conduct of

our core businesses, and (c) the expected synergies from the acquisition may

not be realized.


In addition, other risks and uncertainties not presently known to us or that we
currently believe to be immaterial could affect the accuracy of any such
forward-looking statements. All forward-looking statements should be evaluated
with the understanding of their inherent uncertainty. You should consult our
filings with the Securities and Exchange Commission (including the information
set forth under the captions "Forward-Looking Statements" and "Risk Factors"
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2016) for additional information regarding factors that could affect our
financial and other results. You should not place undue reliance on
forward-looking statements, which speak only as of the date of the filing of
this Form 10-Q. We are not undertaking to update any of these statements, except
as required by law.

© Edgar Online, source Glimpses

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