Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Trip.com Group Limited |
Entity Filer Category | Large Accelerated Filer |
Entity File Number | 001-33853 |
Entity Well-known Seasoned Issuer | Yes |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Voluntary Filers | No |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Address, Postal Zip Code | 048622 |
Entity Address, Address Line One | 30 Raffles Place, #29-01 |
Entity Address, Country | SG |
Entity Address, City or Town | Singapore |
Entity Incorporation, State or Country Code | E9 |
Entity Common Stock, Shares Outstanding | 644,089,050 |
Security Exchange Name | NASDAQ |
Title of 12(b) Security | American depositary shares |
Trading Symbol | TCOM |
Entity Central Index Key | 0001269238 |
ICFR Auditor Attestation Flag | true |
Auditor Name | PricewaterhouseCoopers Zhong Tian LLP |
Auditor Firm ID | 1424 |
Auditor Location | Shanghai, the People’s Republic of China |
Document Financial Statement Error Correction [Flag] | false |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Postal Zip Code | 048622 |
Entity Address, Address Line One | 30 Raffles Place, #29-01 |
Entity Address, Country | SG |
Entity Address, City or Town | Singapore |
Contact Personnel Name | Jane Jie Sun |
Contact Personnel Email Address | iremail@trip.com |
City Area Code | 65 |
Local Phone Number | 3138-9736 |
CONSOLIDATED STATEMENTS OF (LOS
CONSOLIDATED STATEMENTS OF (LOSS)/INCOME AND COMPREHENSIVE (LOSS)/INCOME ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | |
Revenues: | ||||
Total revenues | ¥ 44,562 | $ 6,276 | ¥ 20,055 | ¥ 20,029 |
Less: Sales tax and surcharges | (52) | (7) | (16) | (6) |
Net revenues | 44,510 | 6,269 | 20,039 | 20,023 |
Cost of revenues | (8,121) | (1,144) | (4,513) | (4,598) |
Gross profit | 36,389 | 5,125 | 15,526 | 15,425 |
Operating expenses: | ||||
Product development | (12,120) | (1,707) | (8,341) | (8,992) |
Sales and marketing | (9,202) | (1,296) | (4,250) | (4,922) |
General and administrative | (3,743) | (527) | (2,847) | (2,922) |
Total operating expenses | (25,065) | (3,530) | (15,438) | (16,836) |
(Loss)/income from operations | 11,324 | 1,595 | 88 | (1,411) |
Interest income | 2,090 | 294 | 2,046 | 2,132 |
Interest expense | (2,067) | (291) | (1,514) | (1,565) |
Other income/(expense) | (667) | (94) | 2,015 | 373 |
(Loss)/income before income tax expense and equity in income/(loss) of affiliates | 10,680 | 1,504 | 2,635 | (471) |
Income tax expense | (1,750) | (246) | (682) | (270) |
Equity in income/(loss) of affiliates | 1,072 | 151 | (586) | 96 |
Net (loss)/income | 10,002 | 1,409 | 1,367 | (645) |
Net loss/(income) attributable to non-controlling interests | (84) | (12) | 36 | 95 |
Net (loss)/income attributable to Trip.com Group Limited | 9,918 | 1,397 | 1,403 | (550) |
Net (loss)/income | 10,002 | 1,409 | 1,367 | (645) |
Other comprehensive income/(loss): | ||||
Foreign currency translation | 77 | 11 | 78 | 2 |
Unrealized securities holding gains/(losses), net of tax | (817) | (115) | (1,126) | 2 |
Less: Reclassification adjustment for losses included in net (loss)/income, net of tax (Note 7) | 108 | 15 | 884 | 0 |
Total comprehensive (loss)/income | 9,370 | 1,320 | 1,203 | (641) |
Comprehensive loss/(income) attributable to non-controlling interests | (84) | (12) | 43 | 95 |
Comprehensive (loss)/income attributable to Trip.com Group Limited | ¥ 9,286 | $ 1,308 | ¥ 1,246 | ¥ (546) |
Weighted average ordinary shares outstanding | ||||
- Basic shares (in shares) | 652,859,211 | 652,859,211 | 648,380,590 | 634,109,233 |
- Diluted shares (in shares) | 671,062,240 | 671,062,240 | 657,092,826 | 634,109,233 |
Product development | ||||
Share-based compensation included in Operating expenses above is as follows: | ||||
Share-based compensation | ¥ 870 | $ 123 | ¥ 567 | ¥ 802 |
Sales and marketing | ||||
Share-based compensation included in Operating expenses above is as follows: | ||||
Share-based compensation | 158 | 22 | 115 | 149 |
General and administrative | ||||
Share-based compensation included in Operating expenses above is as follows: | ||||
Share-based compensation | ¥ 806 | $ 113 | ¥ 506 | ¥ 730 |
Ordinary shares | ||||
(Losses)/earnings per ordinary share | ||||
- (Loss)/earnings per ordinary share/ADS, Basic (in RMB or dollars per share) | (per share) | ¥ 15.19 | $ 2.14 | ¥ 2.17 | ¥ (0.87) |
- Loss)/earnings per ordinary share/ADS, Diluted (in RMB or dollars per share) | (per share) | 14.78 | 2.08 | 2.14 | (0.87) |
ADS | ||||
(Losses)/earnings per ordinary share | ||||
- (Loss)/earnings per ordinary share/ADS, Basic (in RMB or dollars per share) | (per share) | 15.19 | 2.14 | 2.17 | (0.87) |
- Loss)/earnings per ordinary share/ADS, Diluted (in RMB or dollars per share) | (per share) | ¥ 14.78 | $ 2.08 | ¥ 2.14 | ¥ (0.87) |
Accommodation reservation | ||||
Revenues: | ||||
Total revenues | ¥ 17,257 | $ 2,431 | ¥ 7,400 | ¥ 8,148 |
Transportation ticketing | ||||
Revenues: | ||||
Total revenues | 18,443 | 2,598 | 8,253 | 6,905 |
Packaged tours | ||||
Revenues: | ||||
Total revenues | 3,140 | 442 | 797 | 1,105 |
Corporate travel | ||||
Revenues: | ||||
Total revenues | 2,254 | 317 | 1,079 | 1,347 |
Others | ||||
Revenues: | ||||
Total revenues | ¥ 3,468 | $ 488 | ¥ 2,526 | ¥ 2,524 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Current assets: | |||
Cash and cash equivalents | ¥ 41,592 | $ 5,858 | ¥ 17,000 |
Restricted cash | 2,391 | 337 | 1,487 |
Short-term investments | 17,748 | 2,500 | 25,545 |
Accounts receivable, net (Allowance for credit losses of RMB292 million and RMB206 million as of December 31, 2022 and 2023, respectively) | 11,410 | 1,607 | 5,486 |
Due from related parties (Allowance for credit losses of RMB213 million and RMB47 million as of December 31, 2022 and 2023, respectively) | ¥ 2,842 | $ 399 | ¥ 1,748 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Prepayments and other current assets (Allowance for credit losses of RMB265 million and RMB243 million as of December 31, 2022 and 2023, respectively) | ¥ 12,749 | $ 1,797 | ¥ 10,169 |
Total current assets | 88,732 | 12,498 | 61,435 |
Long-term prepayments and other assets | 663 | 93 | 545 |
Long-term receivables due from related parties | ¥ 25 | $ 4 | ¥ 25 |
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Land use rights | ¥ 80 | $ 11 | ¥ 83 |
Property, equipment and software | 5,142 | 724 | 5,204 |
Investments | 49,342 | 6,950 | 50,177 |
Goodwill | 59,372 | 8,362 | 59,337 |
Intangible assets | 12,564 | 1,770 | 12,742 |
Right-of-use assets | 641 | 90 | 819 |
Deferred tax assets | 2,576 | 363 | 1,324 |
Total assets | 219,137 | 30,865 | 191,691 |
Current liabilities: | |||
Short-term debt and current portion of long-term debt | 25,857 | 3,642 | 32,674 |
Accounts payable | 16,459 | 2,318 | 7,569 |
Due to related parties | ¥ 303 | $ 43 | ¥ 156 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Salary and welfare payable | ¥ 5,348 | $ 753 | ¥ 3,918 |
Taxes payable | 2,038 | 287 | 835 |
Advances from customers | 13,380 | 1,885 | 8,278 |
Accrued liability for rewards program | 1,044 | 146 | 396 |
Other payables and accruals | 7,982 | 1,125 | 7,413 |
Total current liabilities | 72,411 | 10,199 | 61,239 |
Deferred tax liabilities | 3,825 | 539 | 3,487 |
Long-term debt | 19,099 | 2,690 | 13,177 |
Long-term lease liability | 477 | 67 | 534 |
Other long-term liabilities | 319 | 45 | 235 |
Total liabilities | 96,131 | 13,540 | 78,672 |
Commitments and contingencies (Note 20) | |||
SHAREHOLDERS' EQUITY | |||
Share capital (US$0.00125 par value; 1,400,000,000 shares authorized, issued shares as of December 31, 2022 and 2023: 669,499,798 and 674,287,738; outstanding shares as of December 31, 2022 and 2023: 646,066,830 and 644,089,050) | 6 | 1 | 6 |
Additional paid-in capital | 97,428 | 13,722 | 95,196 |
Statutory reserves | 2,072 | 292 | 825 |
Accumulated other comprehensive loss | (2,400) | (338) | (1,768) |
Retained earnings | 28,806 | 4,057 | 20,135 |
Less: Treasury stock | (3,728) | (525) | (2,111) |
Total Trip.com Group Limited shareholders' equity | 122,184 | 17,209 | 112,283 |
Non-controlling interests | 822 | 116 | 736 |
Total shareholders' equity | 123,006 | 17,325 | 113,019 |
Total liabilities and shareholders' equity | ¥ 219,137 | $ 30,865 | ¥ 191,691 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Millions | Dec. 31, 2023 CNY (¥) shares | Dec. 31, 2022 CNY (¥) shares |
Shareholders' equity | ||
Share capital, shares authorized | shares | 1,400,000,000 | 1,400,000,000 |
Share capital, shares issued | shares | 674,287,738 | 669,499,798 |
Share capital, shares outstanding | shares | 644,089,050 | 646,066,830 |
Accounts receivable, allowance for credit loss | ¥ | ¥ 206 | ¥ 292 |
Due from related parties, allowance for credit loss | ¥ | 47 | 213 |
Prepayments and other current assets, allowance for credit loss | ¥ | ¥ 243 | ¥ 265 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ¥ in Millions, $ in Millions | CNY (¥) shares | USD ($) shares | Ordinary shares CNY (¥) shares | Additional paid-in capital CNY (¥) | Statutory reserves CNY (¥) | Accumulated other comprehensive loss CNY (¥) | Retained earnings CNY (¥) | Treasury stock CNY (¥) shares | Total Ctrip's shareholders' equity CNY (¥) | Non-controlling interests CNY (¥) | ||
Balance (in shares) at Dec. 31, 2020 | shares | [1] | 599,627,136 | (23,432,968) | |||||||||
Balance at Dec. 31, 2020 | ¥ 101,567 | ¥ 6 | ¥ 83,960 | ¥ 637 | ¥ (1,608) | ¥ 19,470 | ¥ (2,111) | ¥ 100,354 | ¥ 1,213 | |||
Changes in shareholders' equity | ||||||||||||
Issuance of ordinary shares for the exercise of stock options (in shares) | shares | 5,106,035 | 5,106,035 | 5,321,521 | [1] | ||||||||
Issuance of ordinary shares for the exercise of stock options | ¥ 307 | ¥ 0 | 307 | 307 | ||||||||
Issuance of ordinary shares, net of issuance costs (Note 18) (shares) | shares | [1] | 36,380,900 | ||||||||||
Issuance of ordinary shares, net of issuance costs (Note 18) | 7,984 | ¥ 0 | 7,984 | 7,984 | 0 | |||||||
Share-based compensation | 1,681 | 1,681 | 1,681 | |||||||||
Appropriations to statutory reserves | 97 | (97) | ||||||||||
Foreign currency translation adjustments | 2 | 2 | 2 | |||||||||
Unrealized securities holding gains (losses) | 2 | 2 | 2 | |||||||||
Net income/(loss) | (645) | (550) | (550) | (95) | ||||||||
Acquisition of additional equity interests of subsidiaries | (442) | (103) | (103) | (339) | ||||||||
Business combination | 0 | 0 | ||||||||||
Establishment of subsidiaries | 0 | 0 | ||||||||||
Balance at Dec. 31, 2021 | ¥ 110,456 | ¥ 6 | 93,829 | 734 | (1,604) | 18,823 | ¥ (2,111) | 109,677 | 779 | |||
Balance (in shares) at Dec. 31, 2021 | shares | [1] | 641,329,557 | (23,432,968) | |||||||||
Changes in shareholders' equity | ||||||||||||
Issuance of ordinary shares for the exercise of stock options (in shares) | shares | 4,493,648 | 4,493,648 | 4,737,273 | |||||||||
Issuance of ordinary shares for the exercise of stock options | ¥ 179 | ¥ 0 | 179 | 179 | ||||||||
Share-based compensation | 1,188 | 1,188 | 1,188 | |||||||||
Appropriations to statutory reserves | 91 | (91) | ||||||||||
Foreign currency translation adjustments | 78 | 78 | 78 | |||||||||
Unrealized securities holding gains (losses) | (1,126) | (1,126) | (1,126) | |||||||||
Less: Amounts reclassified from accumulated other comprehensive loss to net income/(loss) (Note 7) | 884 | 884 | 884 | |||||||||
Net income/(loss) | 1,367 | 1,403 | 1,403 | (36) | ||||||||
Disposal of shares in subsidiaries | (4) | (4) | ||||||||||
Acquisition of additional equity interests of subsidiaries | (3) | 0 | 0 | (3) | ||||||||
Balance at Dec. 31, 2022 | ¥ 113,019 | ¥ 6 | 95,196 | 825 | (1,768) | 20,135 | ¥ (2,111) | 112,283 | 736 | |||
Balance (in shares) at Dec. 31, 2022 | shares | 646,066,830 | (23,432,968) | ||||||||||
Changes in shareholders' equity | ||||||||||||
Issuance of ordinary shares for the exercise of stock options (in shares) | shares | 4,590,690 | 4,590,690 | 4,787,940 | |||||||||
Issuance of ordinary shares for the exercise of stock options | ¥ 399 | ¥ 0 | 399 | 399 | ||||||||
Share-based compensation | 1,834 | 1,834 | 1,834 | |||||||||
Appropriations to statutory reserves | 1,247 | (1,247) | ||||||||||
Foreign currency translation adjustments | 77 | $ 11 | 77 | 77 | ||||||||
Unrealized securities holding gains (losses) | (817) | (817) | (817) | |||||||||
Less: Amounts reclassified from accumulated other comprehensive loss to net income/(loss) (Note 7) | 108 | 108 | 108 | |||||||||
Repurchasing of ordinary shares (Value) | (1,617) | ¥ (1,617) | (1,617) | |||||||||
Repurchasing of ordinary shares (in shares) | shares | (6,765,720) | (6,765,720) | ||||||||||
Net income/(loss) | 10,002 | 9,918 | 9,918 | 84 | ||||||||
Acquisition of additional equity interests of subsidiaries | 0 | (1) | (1) | 1 | ||||||||
Business combination | 1 | 1 | ||||||||||
Balance at Dec. 31, 2023 | ¥ 123,006 | $ 17,325 | ¥ 6 | ¥ 97,428 | ¥ 2,072 | ¥ (2,400) | ¥ 28,806 | ¥ (3,728) | ¥ 122,184 | ¥ 822 | ||
Balance (in shares) at Dec. 31, 2023 | shares | 644,089,050 | (30,198,688) | ||||||||||
[1]The number of shares outstanding and treasury stock have been retrospectively adjusted for the Share Subdivision that became effective on March 18, 2021 as detailed in Note 2. |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 18, 2021 |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||
Ordinary shares, par value (in dollars per share) | $ 0.00125 | $ 0.00125 | $ 0.00125 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Millions, $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | ||||
Cash flows from operating activities: | |||||||
Net (loss)/income | ¥ 10,002 | $ 1,409 | ¥ 1,367 | ¥ (645) | |||
Adjustments to reconcile net (loss)/income to cash provided by operating activities: | |||||||
Share-based compensation | 1,834 | 258 | 1,188 | 1,681 | |||
Equity in (income)/loss of affiliates | (1,072) | (151) | 586 | (96) | |||
Loss from disposal of property, equipment and software | 25 | 4 | 24 | 97 | |||
Gain from disposal of long-term investment | (11) | (1) | (23) | (63) | |||
Gain from disposal of subsidiaries | (4) | ||||||
Impairments of long-term investments | 115 | 16 | 949 | 96 | |||
Gain from settlement of contingency consideration related to a business combination | (30) | ||||||
Gain on loan forgiveness | (68) | ||||||
Changes in fair value for equity securities investment and exchangeable senior notes | 1,507 | 212 | (1,338) | 170 | |||
Gain from the fair value remeasurement upon the discontinuance of the equity method of the investments | (1,135) | ||||||
Gain from foreign currency forwards | (22) | (3) | (59) | (57) | |||
Allowance for credit losses | 79 | 11 | 296 | 141 | |||
Depreciation of property, equipment and software | 627 | 88 | 632 | 723 | |||
Amortization of intangible assets and land use rights | 190 | 27 | 243 | 298 | |||
Amortization of right of use assets | 235 | 33 | 416 | 392 | |||
Deferred income tax (benefits)/expenses | (761) | (107) | 295 | (337) | |||
Changes in current assets and liabilities, net of effects of business acquisitions and disposals: | |||||||
Increase in accounts receivable | (6,026) | (849) | (701) | (468) | |||
Decrease/(increase) in due from related parties | (936) | (132) | (240) | 149 | |||
Increase in prepayments and other current assets | (2,101) | (296) | (1,659) | (560) | |||
Decrease/(increase) in long-term receivables | (84) | (12) | 7 | 38 | |||
Increase in accounts payable | 8,977 | 1,264 | 1,309 | 1,513 | |||
(Decrease)/increase in due to related parties | 147 | 21 | 18 | (97) | |||
Increase in salary and welfare payable | 1,432 | 202 | 24 | 361 | |||
(Decrease)/increase in taxes payable | 1,203 | 169 | (228) | (149) | |||
(Decrease)/increase in advances from customers | 5,129 | 722 | 708 | (69) | |||
(Decrease)/increase in accrued liability for rewards program | 648 | 91 | (4) | (78) | |||
(Decrease)/increase in other payables and accruals | 867 | 122 | (34) | (463) | |||
Net cash provided by operating activities | 22,004 | 3,098 | 2,641 | 2,475 | |||
Cash flows from investing activities: | |||||||
Purchase of property, equipment and software | (606) | (85) | (497) | (570) | |||
Cash paid for long-term investments | (9,153) | (1,289) | (12,258) | (6,818) | |||
Cash paid for business combinations, net of cash acquired | 0 | 0 | (5) | (42) | |||
Purchase of intangible assets | (1) | (1) | |||||
Decrease in short-term investments | 3,827 | 539 | 13,297 | 3,233 | |||
Cash received from loans to the users | 24,523 | 3,454 | 5,499 | 4,542 | |||
Cash paid for loans to the users | (25,018) | (3,524) | (5,277) | (4,709) | |||
Net change in loans to the users with terms of less than three months | (428) | (60) | 217 | (1,050) | |||
Cash received from disposal of long-term investments | 12,774 | 1,800 | 161 | 1,269 | |||
Cash disposed from disposal of subsidiaries | (2) | ||||||
Net cash (used in)/provided by investing activities | 5,919 | 835 | 1,136 | (4,148) | |||
Cash flows from financing activities: | |||||||
Proceeds from short-term bank loans | 34,562 | 4,868 | 23,294 | 28,653 | |||
Repayment of short-term bank loans | (40,756) | (5,740) | (28,164) | (23,053) | |||
Proceeds from long-term bank loans | 11,915 | 1,678 | 9,808 | 15 | |||
Repayment of long-term loans, including current portion | (7,682) | (1,083) | (10,371) | (3,608) | |||
Proceeds from issuance of ordinary shares net of issuance cost (Note 18) | 7,984 | ||||||
Proceeds from exercise of share options | 399 | 56 | 179 | 307 | |||
Cash paid for acquisition of additional equity interests of subsidiaries | (264) | (37) | (116) | (321) | |||
Cash paid for repurchasing of ordinary shares | (1,617) | (228) | |||||
Cash paid for settlement of convertible notes | (521) | (6,426) | |||||
Proceeds from securitization debt | 968 | 136 | 752 | ||||
Cash paid for settlement of securitization debt | (72) | (10) | (826) | (384) | |||
Net cash provided by/(used in) financing activities | (2,547) | (360) | (6,717) | 3,919 | |||
Effect of foreign exchange rate changes on cash and cash equivalents, restricted cash | 120 | 18 | 231 | (465) | |||
Net increase/(decrease) in cash and cash equivalents, restricted cash | 25,496 | 3,591 | (2,709) | 1,781 | |||
Cash and cash equivalents, restricted cash, beginning of year | 18,487 | [1] | 2,604 | 21,196 | [1] | 19,415 | |
Cash and cash equivalents, restricted cash, end of year | [1] | 43,983 | 6,195 | 18,487 | 21,196 | ||
Supplemental disclosure of cash flow information | |||||||
Cash paid during the year for income taxes | 1,290 | 182 | 471 | 753 | |||
Cash paid for interest, net of amounts capitalized | 1,889 | 266 | 1,444 | 1,498 | |||
Supplemental schedule of non-cash investing and financing activities | |||||||
Non-cash consideration paid for business acquisitions, investments and non-controlling interest | (6) | (278) | |||||
Accruals related to purchase of property, equipment and software | (36) | (5) | (28) | (94) | |||
Unpaid cash consideration for business acquisitions and acquisition of additional equity interest of subsidiary | ¥ (1) | $ 0 | ¥ (32) | ¥ (309) | |||
[1]As of December 31, 2021, cash and cash equivalents and restricted cash are RMB19.8 billion and RMB1.4 billion respectively. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | ¥ 41,592 | $ 5,858 | ¥ 17,000 | ¥ 19,800 |
Restricted cash | ¥ 2,391 | $ 337 | ¥ 1,487 | ¥ 1,400 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION AND NATURE OF OPERATIONS | |
ORGANIZATION AND NATURE OF OPERATIONS | 1. ORGANIZATION AND NATURE OF OPERATIONS The accompanying consolidated financial statements include the financial statements of Trip.com Group Limited (the “Company”, formerly known as Ctrip.com International, Ltd.), its subsidiaries, variable interest entities (the “VIEs”) and VIEs’ subsidiaries. In these consolidated financial statements, where appropriate, the term “Company” also refers to its subsidiaries, VIEs and VIEs’ subsidiaries as a whole. The Company is principally engaged in the provision of travel related services including accommodation reservation, transportation ticketing, packaged tours, corporate travel management services, as well as, to a much lesser extent, Internet-related advertising and other related services. |
PRINCIPAL ACCOUNTING POLICIES
PRINCIPAL ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
PRINCIPAL ACCOUNTING POLICIES | |
PRINCIPAL ACCOUNTING POLICIES | 2. PRINCIPAL ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On March 18, 2021, the Company announced the resolution that was adopted and approved at the Company’s extraordinary general meeting of shareholders: Each of the Company’s issued and unissued ordinary shares of a nominal or par value of US$0.01 each in the capital of the Company be and is hereby subdivided into eight (8) ordinary shares of a nominal or par value of US$0.00125 each in the capital of the Company, effective from March 18, 2021 (“Share Subdivision”). The Company also announced that, concurrently with the effectiveness of the Share Subdivision, the ratio of ADS to ordinary share will be adjusted from eight (8) ADSs representing one (1) ordinary share to one (1) ADS representing one (1) ordinary share (the “ADS Ratio Change”). The number of ordinary shares as disclosed in these consolidated financial statements are prepared on a basis after taking into account the effects of the Share Subdivision and the ADS Ratio Change and have been retrospectively adjusted accordingly. The preparation of financial statements in conformity with U.S. GAAP requires management to and Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries. All significant transactions and balances between the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. The Company applies the guidance codified in Accounting Standard Codification 810, Consolidations (“ASC 810”) on accounting for the VIEs and their respective subsidiaries, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. A VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses or the right to receive expected residual returns, or (c) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are on behalf of the investor. The Company is considered as the primary beneficiary of the VIEs according to FASB ASC 810 and thus consolidates the financial statements each of these entities under U.S. GAAP. The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries, the consolidated VIEs and the VIEs’ subsidiaries: The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries: Name of major VIEs and their major subsidiaries Date of establishment/acquisition Shanghai Ctrip Commerce Co., Ltd., (“Ctrip Commerce”) Established on July 18, 2000 Shanghai Huacheng Southwest International Travel Agency Co., Ltd., (“Shanghai Huacheng”, a subsidiary of Ctrip Commerce) Established on March 13, 2001 Chengdu Ctrip Travel Agency Co., Ltd., (“Chengdu Ctrip”) Established on January 8, 2007 Beijing Qu Na Information Technology Co., Ltd., (“Qunar Beijing”) Established on March 17, 2006 The Company is considered the primary beneficiary of each of the VIEs and the Major variable interest entities and their subsidiaries The Company conducts a part of its operations through a series of agreements with certain VIEs and VIEs’ subsidiaries as stated in above. These VIEs and VIEs’ subsidiaries are used solely to facilitate the Company’s participation in internet content provision, advertising business, travel agency and air-ticketing Ctrip Commerce is a domestic company incorporated in Shanghai, the PRC. Ctrip Commerce holds a telecommunications operation license and is primarily engaged in the provision of advertising business on the Internet website. One of the Company’s employees and one of the Company’s senior consultant collectively hold of the equity interest in Ctrip Commerce. The registered capital of Ctrip Commerce was Shanghai Huacheng is a domestic company incorporated in Shanghai, the PRC. Shanghai Huacheng holds a travel agency operation license and mainly provides domestic, inbound and outbound tour services and air-ticketing Chengdu Ctrip is a domestic company incorporated in Chengdu, the PRC. Chengdu Ctrip holds a domestic travel agency license and is engaged in the provision of air-ticketing of the Company’s employees and one of the Company’s senior consultant hold Qunar Beijing is a domestic company incorporated in Beijing, the PRC. Qunar Beijing holds various licenses for domestic and cross-border business of Qunar. Two employees The capital injected by some of our employees and senior consultants are funded by the Company and are recorded as long-term business loans to related parties, which are eliminated with registered capital of VIEs upon consolidation. The Company does not have any ownership interest in these VIEs and VIEs’ subsidiaries. As of December 31, 2023, the Company has various agreements with the consolidated VIEs and VIEs’ subsidiaries, including loan agreements, exclusive technical consulting and services agreements, equity pledge agreements, exclusive option agreements and other operating agreements which result in the Company being the primary beneficiary of each entity and which provides the basis for consolidation of the financial statements of each VIE pursuant to ASC 810. Details of certain key agreements with the major VIEs are as follows: Powers of Attorney: attorney-in-fact As of the date of this annual report, each of the shareholders of Qunar Beijing (VIE), Hui Cao and Hui Wang, also signed an irrevocable power of attorney authorizing an appointee, to exercise, in a manner approved by Qunar, on such shareholder’s behalf the full shareholder rights pursuant to applicable laws and Qunar Beijing (VIE)’s articles of association, including without limitation full voting rights and the right to sell or transfer any or all of such shareholder’s equity interest in Qunar Beijing (VIE). Each such power of attorney is effective until such time as such shareholder ceases to hold any equity interest in Qunar Beijing (VIE). The terms of the power of attorney with respect to Qunar Beijing (VIE) are substantially similar to the terms described in the foregoing paragraph. Technical Consulting and Services Agreements: years and may be renewed automatically in 10-year terms unless the Company disapprove the extension. The Company retains the exclusive right to terminate the agreements at any time by delivering a 30-day advance written notice to the applicable VIE. As of the date of this annual report, pursuant to the restated exclusive technical consulting and services agreement between Qunar Beijing (VIE) and Qunar Software, Qunar Software provides Qunar Beijing (VIE) with technical, marketing and management consulting services on an exclusive basis in exchange for service fee paid by Qunar Beijing (VIE) based on a set formula defined in the agreement subject to adjustment by Qunar Software at its sole discretion. This agreement will remain in effect until terminated unilaterally by Qunar Software or mutually. The terms of this agreement are substantially similar to the terms described in the foregoing paragraph. Equity Pledge Agreements: As of the date of this annual report, pursuant to the equity interest pledge agreement among Qunar Software, Hui Cao and Hui Wang, Hui Cao and Hui Wang have pledged their equity interests in Qunar Beijing (VIE) along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the contractual arrangements mentioned herein. This agreement is valid and binding on the pledgors and each of their successors, and is valid on the pledgee and its successors and assignees. Qunar Software may enforce this pledge upon the occurrence of a settlement event or as required by the PRC law. The pledge has been established upon registration with the local branch of the SAMR, and will expire when all obligations under the contractual arrangements have been satisfied. In enforcing the pledge, Qunar Software is entitled to dispose of the pledge and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled. The terms of this agreement are substantially similar to the terms described in the foregoing paragraph. Loan Ag re ements: years and may be renewed automatically in 10- As of the date of this annual report, pursuant to the loan agreement among Qunar Software, Hui Cao and Hui Wang, the loans extended by Qunar Software to each of Hui Cao and Hui Wang are only repayable by a transfer of such borrower’s equity interest in Qunar Beijing (VIE) to Qunar Software or its designated party, in proportion to the amount of the loan to be repaid. This loan agreement will continue in effect indefinitely until such time when (i) the borrowers receive a repayment notice from Qunar Software and fully repay the loans, or (ii) an event of default (as defined therein) occurs unless Qunar Software sends a notice indicating otherwise within calendar days after it is aware of such event. The loan agreements are valid and binding on the parties, their successors and permitted assignees. The terms of this loan agreement are substantially similar to the terms described in the foregoing paragraphs. Exclusive Option Agreements: years and may be renewed automatically in 10- year Hui Cao and Hui Wang also entered into an equity option agreement with Qunar, Qunar Software and Qunar Beijing (VIE). This equity option agreement contains arrangements that are similar to that as described in the foregoing paragraph. This agreement will remain effective with respect to each of Qunar Beijing (VIE)’s shareholders until all of the equity interest has been transferred or Qunar and Qunar Software terminates the agreement unilaterally with days’ prior written notice. This agreement is valid and binding on the parties, their successors and permitted assignees. The VIEs and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of the VIEs without the Company’s prior written consent. They also agree to accept the Company’s guidance with respect to day-to-day Risks in relation to contractual arrangements between the Company’s PRC subsidiaries and VIEs: The Company has been advised by Commerce & Finance Law Offices, its PRC legal counsel, that its contractual arrangements with its consolidated VIEs as described in the Company’s annual report are valid, binding and enforceable under the current laws and regulations of China. Based on such legal opinion and the management’s knowledge and experience, the Company believes that its contractual arrangements with its consolidated VIEs are in compliance with current PRC laws and legally enforceable. However, there may be in the event that the VIEs and their respective shareholders fail to perform their contractual obligations, the Company may have to rely on the PRC legal system to enforce its rights. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. The PRC laws and regulations have significantly enhanced protections afforded to various forms of the foreign investments in China for the past decades. However, many laws, regulations, and rules are subject to interpretation and clarification. Moreover, because these laws, regulations, and standards are subject to interpretations, their application in practice may evolve over time as new guidance becomes available. Due to the uncertainties with respect to the PRC legal system, the PRC government authorities may ultimately take a view contrary to the opinion of its PRC legal counsel with respect to the enforceability of the contractual arrangements. There are, however, uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, the Company cannot be assured that the PRC government authorities will not ultimately take a view that is contrary to the Company’s belief and the opinion of its PRC legal counsel. The new Foreign Investment Law of the PRC repealed simultaneously the Wholly Foreign-owned Enterprise Law of the PRC, Sino-foreign Equity Joint Venture Law of the PRC and Sino-foreign Cooperative Joint Ventures Law of the PRC. Therefore, the general regulations for companies’ set up and operation in the PRC including the foreign-invested companies shall comply with the Company Law of the PRC unless provided in the PRC Foreign Investment Laws. In December 2019, the Implementing Regulation of the Foreign Investment Law has been promulgated by the State Council which has come into force as of January 1, 2020. The Foreign Investment Law does not touch upon the relevant concepts and regulatory regimes that were historically suggested for the regulation of VIE structures, and thus this regulatory topic remains unclear under the Foreign Investment Law. Since the Foreign Investment Law is new, there are uncertainties exist with respect to its implementation and interpretation and it is also possible that the VIE entities will be deemed as foreign invested enterprises and be subject to restrictions in the future. Such restrictions may cause interruptions to the Company’s operations, products and services and may incur additional compliance cost, which may in turn materially and adversely affect the Company’s business, financial condition and results of operations. Summary financial information of the Company’s VIEs in the consolidated financial statements Pursuant to the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without any restrictions. Therefore, the Company considers that there is no asset of a consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves of the VIEs amounting to a total of RMB2.0 billion as of December 31, 2023. As all the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs. Summary of selected financial information of the VIEs, which represents aggregated financial information of the VIEs and their respective subsidiaries included in the accompanying consolidated financial statements, is as follows (RMB in millions): As of 2022 2023 Selected Balance Sheets Data of the VIEs Cash and cash equivalents 2,891 2,825 Restricted cash 449 533 Short-term investments 2,643 197 Accounts receivable, net 606 1,363 Prepayments and other current assets 2,375 2,076 Investments (non-current) 2,121 2,998 Total assets 17,480 18,085 Less: Inter-company receivabl (4,852 ) (6,699 ) Total assets excluding inter-company receivables 12,628 11,386 Short-term debt and current portion of long-term debt 5,215 3,245 Accounts payable 1,497 2,964 Advances from customers 1,212 1,637 Other payables and accruals 2,095 2,162 Total liabilities 15,558 16,571 Less: Inter-company payabl (5,150 ) (5,934 ) Total liabilities excluding inter-company payables 10,408 10,637 Note i: The inter-company receivables as of December 31, 2022 and 2023 mainly represented the receivables of VIEs due from the Company’s wholly-owned subsidiaries for treasury cash management purpose. Note ii: The inter-company payables as of December 31, 2022 and 2023 mainly represented payables of VIEs due to the Company’s wholly-owned subsidiaries for treasury cash management purpose. The following table set forth the summary of results of operations of the VIEs and their subsidiaries of the Company (RMB in millions): For the years ended December 31, 2021 2022 2023 Net revenues 6,035 4,335 10,050 Cost of revenues 2,557 2,292 5,118 Net loss (119 ) (495 ) (945 ) Net revenues from VIEs accounted for around 30%, 22% and 23% of the Company’s net revenues for the year ended December 31, 2021, 2022 and 2023, respectively. The VIEs’ net income before the deduction of the inter-company service fee charges were RMB1.5 billion, RMB1.2 billion and RMB3.3 billion for the years ended December 31, 2021, 2022 and 2023, respectively. The amount of service fees paid by all the VIEs to the WFOEs pursuant to the exclusive technical consulting and service agreements between VIEs and WFOEs were RMB1.7 billion, RMB1.7 billion and RMB4.3 billion for the years ended December 31, 2021, 2022 and 2023, respectively. The following tables set forth the summary of cash flow activities of the VIEs and their subsidiaries of the Company (RMB in millions): For the year ended December 31, 2021 2022 2023 Net cash provided by/(used in) operating activities 1,271 (1,677 ) 1,092 Net cash provided by investing activities 618 4,317 109 Net cash used in financing activities (1,566 ) (6,957 ) (1,182 ) Currently there is no contractual arrangement that could require the Company to provide additional financial support to the consolidated VIEs. As the Company is conducting certain business in the PRC mainly through the VIEs, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. Foreign currencies The Company’s reporting currency is RMB. The Company’s functional currency is US$. The Company’s operations are conducted through the subsidiaries and VIEs where the local currency is the functional currency and the financial statements of those subsidiaries are translated from their respective functional currencies into RMB. Transactions denominated in currencies other than functional currencies are remeasured at the exchange rates prevailing at the dates of the transaction for the Company’s subsidiaries respectively. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of (loss)/income and comprehensive (loss)/income. Monetary assets and liabilities denominated in foreign currencies are remeasured using the applicable exchange rates at the balance sheet dates. All such exchange gains and losses are included in the consolidated statements of (loss)/income and comprehensive (loss)/income. Assets and liabilities of the group companies are translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting periods. The exchange differences for the translation of group companies with non-RMB Translations of amounts from RMB into US$ are unaudited and solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB7.0999 Cash and cash equivalents Cash includes currency on hand and deposits held by financial institutions that can be added to or withdrawn without limitation. Cash equivalents represent short-term, highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of generally three months or less. Restricted cash Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Company’s restricted cash is substantially a cash balance on deposit required by its business partners and commercial banks. Short-term investments Short-term investments represent i) held-to-maturity Derivative Instruments The derivative instruments primarily consisted of foreign currency forward contracts and interest rate swap contracts. The fair values of the derivative instruments generally represent the estimated amounts expect to receive or pay upon termination of the contracts as of the reporting date. The foreign currency forward contracts are used to economically hedge certain foreign denominated liabilities and reduce, to the extent practicable, the potential exposure to the changes that exchange rates might have on the Company’s earnings, cash flows and financial position. As the derivative instruments of foreign currency forward contracts do not qualify for hedge accounting treatment, changes in the fair value are reflected in Other income/(expense) of the consolidated statements of (loss)/income and comprehensive (loss)/income. The interest rate swap contracts are used to swap floating interest payments related to certain borrowings for fixed interest payments to hedge the interest rate risk associated with certain forecasted payments and obligations. As derivative instruments of interest rate swap contracts are designated as cash flow hedges and the hedge is highly effective, all changes in the fair value of the derivative hedging instruments are recorded in other comprehensive income/(loss)(“OCI”) as unrealized securities holding gains/(losses). As of December 31, 2022 and 2023, and for the years ended December 31, 2021, 2022 and 2023, the balance of the derivative instruments and the total amount of fair value changes are not material. Installment credit and nonrecourse securitization debt The Company provides installment credit solutions to users with the terms generally below one year. Such amounts are recorded at the outstanding principal amount less allowance for credit losses, and include accrued interest receivable and presented in receivable related to financial services in Note 3. Since 2018, the Company entered into asset backed securitization arrangements with third-party financial institutions and set up a securitization vehicle as servicer to issue the revolving debt securities to third party investors. The debt securities are collateralized by the loans due from the users transferred to the securitization vehicle. The Company consolidated the servicer of the securitized debt since economic interests are retained in the form of subordinated interests and it acts as the servicer of securitization vehicle. Therefore, the proceeds from the issuance of debt securities are reported as securitization debt, and the transferred collateralized receivable remain on the Company’s financial statements. The securitization debt is repaid when the collections of the underlying collateralized receivable occur and is As of December 31, 2022, and 2023, out of the total receivables due from the users, the collateralized receivable for the debt securities were RMB0.1 billion and RMB1.1 billion, respectively, and the non-collateralized As of December 31, 2022, and 2023, the balance of allowance for expected credit losses for the receivable due from the users The gross amount of the loans provided to users is presented in the investing section of the cash flow statement unless the term of the receivables is three month or less, in which case it is presented on a net basis by deducting the repayment from the users. Land use rights Land use rights represent the prepayments for usage of the parcels of land where the office buildings are located, are recorded at cost, and are amortized over their respective lease periods (usually over 40 to 50 years). Property, equipment and software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives, taking into account any estimated residual value: Building 30-40 years Leasehold improvements Lesser of the term of the lease or the estimated useful lives of the assets Website-related equipment 3-5 years Computer equipment 3-5 Furniture and fixtures 3-5 years Software 3-5 years The Company recognizes the disposal of Property, equipment and software in general and administrative expenses. Investments The Company’s investments include equity method investments, equity securities without readily determinable fair values, equity securities with readily determinable fair values, held to maturity debt securities, and available-for-sale The Company applies equity method in accounting for its investments in entities in which the Company has the ability to exercise significant influence but does not have control and the investments are in either common stock or in-substance Equity securities without readily determinable fair values are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Equity securities with readily determinable fair values are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. From January 1, 2021, the Company adopted Accounting Standards Update No. 2020-01, Debt securities that the Company has positive intent and ability to hold to maturity are classified as held to maturity debt securities and are stated at amortized cost. The Company has classified its investments in debt securities, other than the held to maturity debt securities, as available-for-sale securities. Available-for-sale debt securities are reported at estimated fair value (Note 7) with the aggregate unrealized gains and losses, net of tax, reflected in “Accumulated other comprehensive loss” in the consolidated balance sheets. If the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the consolidated statements of (loss)/income and comprehensive (loss)/income. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. Fair value measurement of financial instruments Financial assets and liabilities of the Company primarily comprise of cash and cash equivalents, restricted cash, time deposits, financial products, derivative instruments, accounts receivable, due from related parties, available-for-sale debt investments, equity securities, accounts payable, due to related parties, advances from end users, short-term bank borrowings, exchangeable senior notes, other short-term liabilities and long-term debts. As of December 31, 2022, and 2023, except for financial products, derivative instruments, exchangeable senior notes, long-term debts, listed equity securities and available-for-sale debt investments, carrying values of the financial instruments approximated their fair values because of their generally short maturities. The Company reports financial products, derivative instruments, exchangeable senior notes, listed equity securities and available-for-sale debt investments at fair value at each balance sheet date and changes in fair value are reflected in the statements of (loss)/income and comprehensive (loss)/income. The Company disclosed the fair value of its long-term debts based on Level 2 inputs in Note 17. The Company measures its financial assets and liabilities using inputs from the following three levels of the fair value hierarchy. The three levels are as follows: Level 1 inputs are unadjusted quoted prices in active markets for identical assets that the management has the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect the management’s assumptions about the assumptions that market participants would use in pricing the asset. The management develops these inputs based on the best information available, including the own data. Business combination U.S. GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The Company applies ASC 805, “Business combinations”, the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling non-controlling The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, growth rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Acquisitions During the periods presented, the Company completed several transactions to acquire controlling shares to enrich its products and to expand business. The Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities, based in part on independent appraisal reports as well as its experience with purchasing similar assets and liabilities in similar industries. Major assumptions used in determining the fair value of these acquired assets include revenue growth rate and weighted average cost of capital. The amount of excess of the purchase price over the fair value of the identifiable assets and liabilities acquired is recorded as goodwill. The acquisitions in 2021, 2022 and 2023 with total consideration of RMB1.8million, RMB8.0million and RMB3.5 million were immaterial that resulted in no recorded goodwill and recorded intangible assets of RMB0.5million, RMB 10.0 Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated income statements for the years ended December 31, 2021, 2022 and 2023, either individually or in aggregate. Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries and consolidated VIEs. Goodwill is not amortized but is reviewed at least annually for impairment |
PREPAYMENTS AND OTHER CURRENT A
PREPAYMENTS AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
PREPAYMENTS AND OTHER CURRENT ASSETS | |
PREPAYMENTS AND OTHER CURRENT ASSETS | 3. PREPAYMENTS AND OTHER CURRENT ASSETS Components of prepayments and other current assets as of December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Prepayments and other deposits 5,019 6,919 Receivable related to financial services (Note 2) 3,403 4,193 Interest receivables 759 514 Prepaid expenses 240 168 Others 748 955 Total 10,169 12,749 |
LONG-TERM PREPAYMENTS AND OTHER
LONG-TERM PREPAYMENTS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
LONG TERM PREPAYMENTS AND OTHER ASSETS [Abstract] | |
LONG-TERM PREPAYMENTS AND OTHER ASSETS | 4. LONG-TERM PREPAYMENTS AND OTHER ASSETS The Company is required to pay certain amounts of deposits to airline companies and hotel suppliers. The Company is also required to pay deposits to local travel bureaus as a pledge for insurance of traveler’s safety. Components of long-term prepayments and other assets as of December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Deposits paid to airline suppliers 239 215 Deposit paid to lessor 58 50 Deposits paid to hotel suppliers 30 117 Deposits paid to advertising suppliers 21 42 Other deposit 37 46 Long-term 58 39 Prepayment for acquisition of property and equipment 33 76 Others 69 78 Total 545 663 |
LAND USE RIGHTS
LAND USE RIGHTS | 12 Months Ended |
Dec. 31, 2023 | |
LAND USE RIGHTS | |
LAND USE RIGHTS | 5. LAND USE RIGHTS Land use rights are amortized under straight-line method through the respective period of land rights, which are from 40-50 was |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY, EQUIPMENT AND SOFTWARE | |
PROPERTY, EQUIPMENT AND SOFTWARE | 6. PROPERTY, EQUIPMENT AND SOFTWARE Property, equipment and software and its related accumulated depreciation and amortization as of December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Buildings 5,409 5,409 Website-related equipment 1,802 2,075 Computer equipment 810 796 Software 668 755 Furniture and fixtures 216 301 Leasehold improvements 248 253 Less: accumulated depreciation and amortization (3,949 ) (4,447 ) Total net book value 5,204 5,142 Depreciation expense for the years ended December 31, 2021, 2022 and 2023 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
INVESTMENTS | |
INVESTMENTS | 7. INVESTMENTS The Company’s long-term investments are consisted of the follows (RMB in millions): 2022 2023 Debt investments 18,128 17,625 Equity investments 32,049 31,717 50,177 49,342 Debt investments Held to maturity debt securities Held to maturity investments were time deposits and financial products in commercial banks with maturities of more than one year with the carrying amount of RMB15.5 billion and RMB15.5 billion as of December 31, 2022 and 2023 respectively. As of December 31, 2022 and 2023, the weighted average maturities periods are 2.2 years and 1.6 years, respectively. Available-for-sale The following table summarizes the Company’s available-for-sale 2022 2023 Cost 3,792 4,030 Gross Unrealized Gains, including foreign exchange adjustment 352 143 Gross Unrealized Losses, including foreign exchange adjustment (1,543 ) (2,078 ) Fair Value 2,601 2,095 For the years ended December 31, 2021, 2022 and 2023, the unrealized securities holding gains/(loss), net of tax of RMB The Company’s available-for-sale available-for-sale - available-for-sale As of December 31, 2022 and 2023, the fair value of certain available-for-sale available-for-sale available-for-sale ) that was previously recorded in accumulated other comprehensive (loss)/income was reclassified into other income/(expense). For non-credit available-for-sale Equity investments Equity securities with readily determinable fair values The following table summarizes the Company’s equity securities with readily determinable fair values (RMB in millions): 2022 2023 Cost 5,517 5,486 Gross Unrealized Gains, including foreign exchange adjustment 6,958 5,706 Gross Unrealized Losses, including foreign exchange adjustment (541 ) (1,202 ) Fair Value 11,934 9,990 Equity securities with readily determinable fair values are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. The change of fair value is reported in other income/(expense). Equity securities without readily determinable fair values Equity securities without readily determinable fair values and over which the Company has neither significant influence nor control through investments in common stock or in-substance For the years ended December 31, 2021, 2022 and 2023, the Company disposed of certain equity securities without readily determinable fair values for total consideration of RMB15 million, nil and RMB13 million, respectively, which resulted in a (loss)/ For the years ended December 31, 2021, 2022 and 2023, the Company made investments in equity investments without readily determinable fair values in the amounts of RMB45 million, RMB10 million and RMB8 million, respectively. Equity method investments In December 2016, in connection with a share exchange transaction with BTG Hotels Company (“BTG”) and Homeinns Hotel Company (“Homeinns”), the Company exchanged its previously held equity interest in Homeinns for a equity interest of BTG. The Company has historically applied the equity method to account for the investment in BTG on a one quarter lag basis. The use of this accounting convention did not have a material impact upon the Company’s reported results for each of the periods presented. In 2021, 2022 and 2023, the Company consummated the transactions to sell approximately million, million and million BTG’s shares in open market for a total consideration of RMB million, million and RMB million, respectively. The Company recorded a gain of RMB million, million and million in 2021, 2022 and 2023, respectively, reported in “Other income/ (expense)” (Note 2). After the above transactions, the Company held approximately 12% equity interest in BTG and is still able to exercise significant influence over BTG (primarily due to the Company’s ability to appoint one member to BTG’s Board of Directors), and continuously recorded this investment as an equity method investment. As of December 31, 2022 and 2023, the carrying value of its investment in BTG were RMB billion and billion respectively, the change of which primarily relates to the disposal of the equity investment and the equity income or loss recognized. After a series of transactions from 2015 to 2018, the Company owned equity interest in Tongcheng Travel. The Company applies the equity method to account for the investment in Tongcheng Travel on one quarter lag basis. The use of this accounting convention did not have a material impact upon the Company’s reported results for each of the periods presented. As of December 31, 2022 and 2023, the carrying value of its equity investment was respectively, the change of which primarily relates to the equity income recognized. After a series of transactions in 2019, the Company owned ordinary shares and Class B shares of MakeMyTrip, representing approximately % of MakeMyTrip’s total voting power. The Company applies the equity method to account for the investment in MakeMyTrip on one quarter lag basis. The use of this accounting convention did not have a material impact upon the Company’s reported results for each of the periods presented. As of December 31, 2022, and 2023, the carrying value of its investment was As of December 31, 2023, equity method investments that are publicly traded with an aggregate carrying amount of RMB15.2 billion have increased in value and the total market value of these investments amounted to RMB26.5 billion. The Company made some investments in several third party investment funds and accounted for the investments under the equity method. As of December 31, 2022, and 2023, the carrying value of these investments were RMB2.9 billion and RMB3.6 billion respectively. As of December 31, 2022, and 2023, the carrying value of the remaining equity method investments were RMB2.1 billion and RMB2.6 billion, respectively. The Company summarizes the condensed financial information of the Company’s equity method investments as a group below in compliance with Rule 4-08 S-X 2021 2022 2023 equity investments equity investments equity investments Operating data: Revenue 20,482 23,159 30,885 Gross profit 9,490 10,911 17,698 Income/(loss) from operations 430 (1,377 ) 2,557 Net income/(loss) 392 (3,129 ) 888 Net (loss)/income attributable to equity method investments (31 ) (788 ) 983 Add: Equity dilution impact 127 202 89 Equity in income/(loss) of affiliates 96 (586 ) 1,072 2021 2022 2023 equity equity equity Balance sheet data: Current assets 51,437 48,132 67,149 Long-term assets 51,233 54,308 55,097 Current liabilities 36,344 35,589 54,235 Long-term liabilities 21,708 21,862 19,721 Non-controlling 178 217 238 For the years ended December 31, 2021, 2022 and 2023, the total cash paid for equity method investments was RMB328 million, RMB502 million and RMB543 million, respectively. Impairments The Company performs an impairment assessment of its investments by considering factors including, but not limited to, current economic and market conditions with the considerations of COVID-19 available-for-sale |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | 8. FAIR VALUE MEASUREMENT In accordance with ASC 820-10, available-for-sale available-for-sale The equity securities without readily determinable fair value, equity method investments and certain non-financial Assets measured at fair value on a recurring basis are summarized below (in millions): Fair Value Measurement at December 31, 2022 Using Fair Value at December 31, 2022 Level 1 Level 2 Level 3 RMB RMB RMB RMB Assets Financial products (Note 2, 7) — 15,893 — 15,893 Time deposits (Note 2, 7) — 25,166 — 25,166 Derivative instruments (Note 2) — 70 48 118 Listed equity securities (Note 7) 11,934 — — 11,934 Available-for-sale — — 2,601 2,601 Total Assets 11,934 41,129 2,649 55,712 Liabilities Exchangeable senior notes (Note 12) — 4,204 — 4,204 Derivative instruments (Note 2): — 84 — 84 Total Liabilities — 4,288 — 4,288 Fair Value Measurement at December 31, 2023 Using Level 1 Level 2 Level 3 Fair Value at December 31, 2023 RMB RMB RMB RMB US$ Assets Financial products (Note 2, 7) — 9,658 — 9,658 1,360 Time deposits (Note 2, 7) — 23,558 — 23,558 3,318 Derivative instruments (Note 2) — 101 60 161 23 Listed equity securities (Note 7) 9,990 — — 9,990 1,407 Available-for-sale — — 2,095 2,095 295 Total Assets 9,990 33,317 2,155 45,462 6,403 Liabilities Exchangeable senior notes (Note 12) — 3,696 — 3,696 521 Derivative instruments (Note 2) — 61 — 61 9 Total Liabilities — 3,757 — 3,757 530 The roll forward of major Level 3 Investments are as follows (RMB in millions): Total Fair value of Level 3 Investments as at December 31, 2021 3,354 New addition 86 Disposal of investments (28 ) Effect of exchange rate change 152 Expected credit losses (906 ) The change in fair value of the investments (57 ) Fair value of Level 3 Investments as at December 31, 2022 2,601 Transfer into Level 3 183 New addition 55 Effect of exchange rate change 57 Expected credit losses (115 ) The change (686 ) Fair value of Level 3 Investments as at December 31, 2023 2,095 Management determined the fair value of these Level 3 Investments based on valuation models using various unobservable inputs. The determination of the fair value required significant judgement by management with respect to the assumptions and estimates for the revenue growth rate, weighted average cost of capital, lack of marketability discounts, expected volatility and probability in equity allocation. The significant unobservable inputs adopted in the valuation as of December 31, 2023 are as follows: Unobservable Input 2022 2023 Revenue growth rate 2.5%-100% -61.2%-31% Weighted average cost of capital 13.5%-21% 13.0%-21% Lack of marketability discount 15%-30% 10%-20.5% Expected volatility 41%-68.05% 33%-66.70% Probability Liquidation scenario: 30%-100% Redemption scenario: 10%-45% Conversion scenario: 0%~40% Liquidation scenario: 5%-95% Redemption scenario: 0%-30% Conversion scenario: 5%~95% |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
GOODWILL | |
GOODWILL | 9. GOODWILL Goodwill, which is not tax deductible, represents the synergy effects of the business combinations. The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Balance at beginning of year 59,353 59,337 Disposals and immaterial others (16 ) 35 Balance at end of year 59,337 59,372 Goodwill resulting from the business combinations has been allocated to the single reporting unit of the Company. For the years ended December 31, 2021, 2022 and 2023, the Company performed a qualitative assessment by evaluating relevant events and circumstances that would affect the Company’s single reporting unit and did not note any indicator that it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount, and therefore the Company’s goodwill was not impaired. As of December 31, 2023, there had not been any accumulated goodwill impairment provided. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | 10. INTANGIBLE ASSETS Intangible assets were as follows (RMB in millions): 2022 2023 Intangible assets to be amortized Business Relationship (Representing the relationship with the travel service providers and other business partners) 1,872 1,878 Technology 610 610 Others 799 796 Intangible assets not subject to amortization Trade mark 11,776 11,773 Others 161 159 15,218 15,216 Less: accumulated amortization Intangible assets to be amortized Business Relationship (1,485 ) (1,617 ) Technology (610 ) (610 ) Others (381 ) (425 ) (2,476 ) (2,652 ) Net book value Intangible assets to be amortized Business Relationship 387 261 Technology — — Others 418 371 Intangible assets not subject to amortization Trade mark 11,776 11,773 Others 161 159 12,742 12,564 Indefinite-lived intangible assets are not subject to legal, regulatory, contractual, competitive, economic or other limitation on their useful lives. The Company evaluates to determine whether events and circumstances continue to support an indefinite useful life in each reporting period. Finite-lived intangible assets are tested for impairment if impairment indicators arise. The Company amortizes its finite-lived intangible assets over their estimated economic useful lives using the straight-line method: Business Relationship 5-10 years Technology 5-10 years Others 3-15 years Amortization expense for the years ended December 31, 2021, 2022 and 2023 was approximately RMB295 million, RMB240 million and RMB187 million respectively. The annual estimated amortization expense for intangible assets subject to amortization for the five succeeding years is as follows (RMB in millions): Amortization 2024 182 2025 156 2026 53 2027 53 2028 35 479 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
LEASES | 11. LEASES The Company has operating leases primarily for office and operation space. The Company’s operating lease arrangements have remaining lease terms of one Operating lease costs were RMB439 million, for the years ended December 31, 2021, 2022 and 2023, respectively. Supplemental cash flow information related to leases were as follows (RMB in millions): 2022 2023 Cash paid for the rentals included in the lease liabilities 436 309 Right-of-use 520 149 As 2022 2023 Right-of-use 819 641 Current lease liabilities included within Other payables and accruals (Note 16) 274 140 Long-term lease liabilities 534 477 Total lease liabilities 808 617 Weighted average remaining lease term 5 years 6 years Weighted average discount rate 4.4 % 4.6 % Maturities of lease liabilities are as follows (RMB in millions): As of December 31,2023 2024 212 2025 136 2026 95 2027 44 2028 58 Thereafter 152 Total operating lease payments 697 Less: imputed interest (80 ) Total 617 As of December 31, 2022, and 2023, the operating lease arrangements of the Company, primarily for offices premises, that have not yet commenced is immaterial. For the years ended December 31, 2021, 2022 and 2023, the variable lease costs, short-term lease costs and sub-lease |
SHORT-TERM DEBT AND CURRENT POR
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT | |
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT | 12. SHORT-TERM 2022 2023 RMB (in millions) Short-term bank borrowings and current portion of long-term loan (Note 17) 28,398 21,197 Exchangeable Senior Notes 4,204 3,696 Securitization debt 72 964 Total 32,674 25,857 Loans from Commercial Banks As of December 31, 2023, the Company has recorded short-term bank borrowings of RMB21.2 billion (US$3.0 billion) in the aggregate, of which RMB1.9 billion (US$0.3 billion) were collateralized by short-term and long-term investments of RMB2.0 billion (US$0.3 billion). The weighted average interest rate for the outstanding borrowings was approximately 2.50%. The short-term borrowings contain covenants including, among others, those related to certain financial metrics, liens, consolidation, merger and sale of the Company’s assets. The Company is in compliance with all of the loan covenants as of December 31, 2022 and 2023. Exchangeable Senior Notes On July 13, 2020, the Company issued exchangeable senior notes due 2027 (the “Exchangeable Senior Notes”) at an aggregate principal amount of US$500 million. The Exchangeable Senior Notes are due on July 1, 2027 and bears interest of 1.5% per annum, which will be paid semi-annually beginning on January 1, 2021. The Exchangeable Senior Notes may be converted, at an initial conversion rate of 24.7795 ADSs of H World Group Limited (formerly known as Huazhu Group Limited), or H World, per US$ 1,000 principal amount of the Notes (which represents an initial conversion price of US$40.36 per H World ADS) at each holder’s option. Since the exchange option is not indexed to the Company’s own stock, the scope exception prescribed in ASC 815-10-15-74 is not met and exchange option is subject to the derivative accounting. Therefore, the Company elects to account for and measures the Exchangeable Senior Notes in its entirety at fair value. As of December 31, 2022, and 2023, the fair value of the Exchangeable Senior Notes amounted to RMB4.2 billion (US$609 million) and RMB3.7 billion (US$521 million), respectively. For the year ended December 31, 2022 and 2023, the change in fair value (loss)/gain were RMB(97) million (US$(14) million) and RMB623 million (US$88 million), respectively, which was recorded in “Other income/(expense)”. Since December 31, 2022, RMB4.2 billion of Exchangeable Senior Notes are reclassified as short-term debt because the holders had a non-contingent option to require the Company to repurchase for cash all or any portion of their Exchangeable Senior Notes on July 1, 2023. In addition, starting from July 1, 2023 to the Exchangeable Senior Notes’ maturity date, the holders have the right to exchange all or any portion of the notes for the ADSs of H World Group Limited that are held by the Company. Therefore, the Exchangeable Senior Notes remained as short-te r Securitization debt As of December 31, 2023, securitization debt represents the revolving debt securities which are collateralized by the receivables related to financial services. The revolving debt securities have the term of less than months with the annual interest rate from % to %. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS AND BALANCES | |
RELATED PARTY TRANSACTIONS AND BALANCES | 13. RELATED PARTY TRANSACTIONS AND BALANCES Significant related party transactions were as follows (RMB in millions): 2022 2023 Commissions/service fee from Tongcheng 148 253 Commissions from H World (a) 55 248 Commissions from BTG (a) 38 129 Service fee from Shangcheng (b) 172 200 Commissions/service fee to Tongcheng 21 51 Loans provided to Lvyue (d) 224 20 Repayment of loan from Lvyue (d) 100 89 (a) Tongcheng Travel (an equity method investee of the Company), H World (which has a director in common with the Company and a director who is a family member of one of the Company’s officers) and BTG (an equity method investee of the Company), have entered into agreements with the Company, respectively, to provide hotel rooms for its end users. The transactions above represent the commissions earned from these related parties. The Company also provides technology service to Tongcheng Travel and earns a service fee. (b) The Company provided Shangcheng, an equity method investee of the Company, the access to the platform of the Company for Shangcheng to provide financial services to the Company’s users. In exchange, the Company receives technology service fees from Shangcheng. In 2022 and 2023, the total technology service fees from Shangcheng amounted to RMB (c) The Company entered into agreements with Tongcheng Travel, under which Tongcheng Travel uses its platform to promote the hotel rooms provided by the Company’s travel suppliers. In addition, the Company and Tongcheng Travel also provide marketing and other services to each other and earn service fee. (d) In 2022 and 2023 million and RMB20 million to Lvyue (an equity method investee of the Company), with repayment terms of months. In 2022 and 2023, Lvyue repaid RMB million of the loan and interest to the Company, respectively. For the years ended December 31, 2022 and 2023, the total interest income from Lvyue amounted to RMB Significant balances with related parties were as follows (RMB in millions): 2022 2023 Due from related parties, curren Trade related Due from Tongcheng Travel 1,253 2,268 Due from others 265 404 Non-trade Due from Related Lvyue 178 115 Due from Related Tujia 52 55 1,748 2,842 Due from related parties non-current: Non-trade Due from others 25 25 25 25 Due to related parties Trade related Due to Tongcheng Travel 25 27 Due to others 131 276 156 303 |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2023 | |
EMPLOYEE BENEFITS | |
EMPLOYEE BENEFITS | 14. EMPLOYEE BENEFITS The Company’s employee benefit primarily related to the fu me employees of the PRC subsidiaries and the VIEs, including medical care, welfare subsidies, housing fund, unemployment insurance and pension benefits. The PRC subsidiaries and VIEs are required to accrue for these benefits based on certain percentages of the employees’ salaries in accordance with the relevant PRC regulations and make contributions to the state-sponsored pension and medical plans out of the amounts accrued for medical and pension benefits. The PRC government is responsible for the medical benefits and ultimate pension liability to these employees. The Company also makes payments for the benefit s The total expenses recorded for such employee benefits amounted to RMB billion, RMB billion and RMB billion for the years ended December 31, 2021, 2022 and 2023 respectively. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2023 | |
TAXATION | |
TAXATION | 15. TAXATION Cayman Islands Under Singapore The Company’s subsidiaries incorporated in Singapore are subject to Singapore tax law at the corporate tax rate at 17% on the assessable income arising in Singapore during its tax year. Hong Kong The Company’s subsidiaries incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the years 2021, 2022 and 2023, the first HK$2 million of profits earned by one of our subsidiaries incorporated in Hong Kong was taxed at a rate of 8.25%, while the remaining profits were taxed at the 16.5% tax rate. Mainland China The Company’s subsidiaries and VIEs registered in mainland China are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant PRC income tax laws. The PRC EIT laws apply a general enterprise income tax rate of % to both foreign-invested enterprises and domestic enterprises. Preferential tax treatments are granted to enterprises, which conduct business in certain encouraged sectors and to enterprises otherwise classified as a High and New Technology Enterprise (“HNTE”). The HNTE certificate is effective for a period of three years. Further, preferential EIT rates are available for qualified Software Enterprises whereby entities are entitled to full exemption from EIT for two years beginning from their first profitable calendar year and a % reduction for the subsequent three calendar years Ctrip Computer Technology , Ctrip Travel Information, Ctrip Travel Network, Qunar Software, Qunar Beijing, Beijing Hujinxinrong Technology Co., Ltd, Ctrip Business Travel Information Service (Shanghai) Co., Ltd. and Shanghai Xielv Information Technology Co., Ltd. are qualified as HNTEs for the years ended December 31, 2021, 2022 and 2023, which entitled the entity a preferential tax rate of 15% . Certain subsidiaries were entitled a reduced tax rate as qualified Software Enterprise for the years presented and such tax benefit expired at the end of the five-year period on December 31, 2023. In 2001, the PRC state taxation administration (“STA”) started to implement preferential tax policy in China’s western regions, and companies located in applicable jurisdictions covered by the Western Regions Catalog are eligible to apply for a preferential income tax rate of % if their businesses fall within the “encouraged” category of the policy. On April 23, 2020, the Ministry of Finance, the STA, and the PRC National Development and Reform Commission (“NDRC”) jointly issued the Announcement on Renewing the Enterprise Income Tax Policy for Western Development, which reduced the revenue percentage requirement of the “encouraged” businesses to no less than 60% and would be applied from 2021 to 2030. Chengdu Ctrip, Chengdu Ctrip International, and Chengdu Information are entitled to enjoy a preferential tax rate of 15 % until 2030, provided that their “encouraged” businesses account for no less than required percentage pursuant to current policies. Pursuant to the PRC EIT Law, effective January 1, 2008, a 10% withholding income tax is imposed for dividends distributed by foreign invested enterprises (“FIE”) to their immediate holding companies outside mainland China. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate. Furthermore, pursuant to the applicable circular and interpretations of the current EIT Law, dividends from earnings created prior to 2008 but distributed after 2008 are not subject to withholding income tax. Prior to 2023, the Company intended to indefinitely reinvest undistributed earnings generated after January 1, 2008 in the onshore PRC entities. In 2023, the Company decided to distribute earnings of its FIE subsidiaries in onshore PRC entities to their immediate foreign holding company in Hong Kong, withholding income tax at 5% tax rate with the amount of RMB million was accrued accordingly, among which RMB7.2 billion earnings have been distributed in 2023 with RMB million associated withholding tax being paid. As of December 31, 2023, the Company has accrued withholding tax liabilities associated with all of its earnings expected to be distributed from its FIEs in mainland China to overseas, except for unrecognized deferred tax liabilities of RMB1.2 related to the remaining undistributed earnings that the Company still intends to indefinitely reinvest in the mainland China. Income/(loss) from domestic and foreign components before income tax expenses and equity in (loss)/income of affiliates (RMB in millions): 2021 2022 2023 Domestic 2,615 3,501 13,368 Foreign (3,086 ) (866 ) (2,688 ) Total (471 ) 2,635 10,680 The income/(loss) from foreign components mainly includes the gain/(loss) from the fair value changes of equity securities investments and exchangeable senior notes, impairments for investments, share-based compensation charges, foreign exchange gain/(loss) and interest income/(loss) incurred in its overseas companies. The income tax expenses from domestic components for the years ended December 31, 2021, 2022 and 2023 was RMB373 million, RMB476 million and RMB875 million, respectively. The income tax (benefits)/expenses from foreign components for the years ended December 31, 2021 and 2022 and 2023 was Composition of income tax expense The current and deferred portion of income tax expense were as follows (RMB in millions): 2021 2022 2023 Current income tax expense 607 387 2,511 Deferred tax (benefit)/expense (337 ) 295 (761 ) Income tax expense 270 682 1,750 Reconciliation of the differences between statutory tax rate and the effective tax rate The reconciliation between 25% which is the PRC statutory tax rate and the Company’s effective tax rate were as follows: 2021 2022 2023 Statutory tax rate 25 % 25 % 25 % Non-deductible non-taxable — Share-based compensation expenses (89 %) 6 % 2 % — Change in fair value of equity securities investments and exchangeable senior notes (21 %) (22 %) 3 % — Others 1 % (2 %) (2 % R&D expense super deduction 65 % (16 %) (6 % Effect of preferential tax treatments inside mainland China 75 % (7 %) (10 % Difference in tax rates of subsidiaries outside mainland China (37 %) 19 % 1 % Changes in valuation allowance (76 %) 23 % (5 % Withholding tax on the earnings distributed and anticipated to be remitted — — 8 % Effective EIT rate (57 %) 26 % 16 % The change in the Company’s effective tax rates from year over year is primarily attributable to the tax differences from certain subsidiaries with preferential tax rates, changes in deferred tax liabilities relating to withholding tax, the non-deductible The provisions for income taxes for the years ended December 31, 2021, 2022 and 2023 differ from the amounts computed by applying the EIT primarily due to preferential tax treatments enjoyed by certain subsidiaries and the VIEs of the Company . The following table sets forth the effect of preferential tax treatments on China operations: 2021 2022 2023 RMB (in millions, except per share data) Preferential tax treatments effect 359 183 826 Basic net income per ADS effect 0.57 0.28 1.27 Diluted net income per ADS effect 0.57 0.28 1.23 The impacts on effective tax rates from the Company’s subsidiaries with different tax rates of subsidiaries outside mainland China and preferential tax treatments are as follows: 2021 2022 2023 Ctrip Computer Technology 15% 31.9 % (2.7 %) (3.1 % Ctrip Travel Information 15% (4.1 %) 0.2 % (0.1 % Ctrip Travel Network 15% 16.0 % (2.7 %) (3.2 % Chengdu Information 15% 7.3 % (0.8 %) (0.8 % Beijing Hujinxinrong Technology Co., Ltd 15% 14.3 % (2.2 %) (0.7 % The Company and its subsidiaries in Hong Kong, Singapore, UK and Cayman 0%-23.5% (38.8 %) 19.6 % 1.4 % Qunar and subsidiaries 15% 6.6 % (0.2 %) (1.6 % Others various 4.8 % 0.8 % (0.9 % Total 38.0 % 12.0 % (9.0 % Significant components of deferred tax assets and liabilities were as follows (RMB in millions): 2022 2023 Deferred tax assets Accrued expenses 893 1,044 Loss carry forwards 1,646 1,406 Accrued liability for rewards programs 56 177 Accrued staff related expenses 42 395 Others 200 476 Less: Valuation allowance of deferred tax assets (1,513 ) (922 ) 1,324 2,576 Deferred tax liabilities: Recognition of intangible assets arise from business combinations and unrealized holding gain (3,487 ) (3,350 ) Withholding tax on undistributed earnings — (475 ) Net deferred tax liabilities (2,163 ) (1,249 ) Movement of valuation allowances were as follows (RMB in millions): 2021 2022 2023 Balance at beginning of year 589 892 1,513 Changes in current year 303 621 (591 ) Balance at end of year 892 1,513 922 As of December 31, 2022, and 2023, valuation allowance of RMB1,513 million and RMB and the VIEs As of December 31, 2023, the accumulated net operating loss of RMB3,942 million of the Company’s subsidiaries incorporated in Singapore, Hong Kong, the Netherlands, UK, can be carried forward indefinitely to offset future taxable income, the remaining accumulated net operating loss of RMB3,227 million mainly arose from the Company’s subsidiaries and consolidated VIEs established in the Chinese mainland and Japan, which can be carried forward to offset future taxable income. The remaining accumulated net operating loss will expire during the period from 2024 to 2028. As of December 31, 2022 and 2023, the unrecognized tax benefit and accrual is nil. Tax years subject to examination by major jurisdictions In general, the PRC and the UK tax authorities have up to five years or four years to review a company’s tax filings, respectively. Accordingly, tax filings of the Company’s PRC subsidiaries and VIEs for tax years 2019 through 2023 and the Company’s UK subsidiaries for tax years 2020 through 2023 remain subject to the review by the relevant tax authorities. |
OTHER PAYABLES AND ACCRUALS
OTHER PAYABLES AND ACCRUALS | 12 Months Ended |
Dec. 31, 2023 | |
OTHER PAYABLES AND ACCRUALS | |
OTHER PAYABLES AND ACCRUALS | 16. OTHER PAYABLES AND ACCRUALS Components of other payables and accruals were as follows (RMB in millions): 2022 2023 Accrued operating expenses 5,235 5,617 Deposits received from travel suppliers and packaged tours users 942 1,119 Payable related to acquisition and investments 294 — Current lease liabilities (Note 11) 274 140 Interest payable 43 143 Others 625 963 Total 7,413 7,982 |
LONG-TERM DEBTS
LONG-TERM DEBTS | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEBT | |
LONG-TERM DEBTS | 17. LONG-TERM DEBTS 2022 2023 RMB (in millions) Long-term loans 13,144 19,061 2025 Notes 33 34 Securitization debt — 4 Total 13,177 19,099 As of December 31, 2022, and 2023, the fair value of the Company’s long-term debt, based on Level 2 inputs, was RMB13.2 billion and RMB19.1 billion, respectively. Description of 2025 Convertible Senior Notes On June 18, 2015, the Company issued US$400 million of 1.99% Convertible Senior Notes due 2025 (the “2025 Notes”). The 2025 Notes may be converted, at an initial conversion rate of 9.3555 ADSs per US$1,000 principal amount of the 2025 Notes (which represents an initial conversion price of US$106.89 per ADS), at each holder’s option at any time prior to the close of business on the second business day immediately preceding the maturity date of July 1, 2025. Debt issuance costs were US$6.8 million and are being amortized to interest expense to the put date of the 2025 Notes (July 1, 2020). Each holder of the 2025 Notes has a right at such holder’s option to require the Company to repurchase for cash all or any portion of such holder’s 2025 Notes on July 1, 2020 (the “Early Redemption Right”). In addition, if a fundamental change occurs, each holder has a right at such holder’s option to require the Company to repurchase for cash all or any portion of such holder’s 2025 Notes on the date notified in writing by the Company in accordance with the indenture for the 2025 Notes. The Company believes that the likelihood of occurrence of the fundamental change is remote. The 2025 Notes are generally not redeemable prior to the maturity date of July 1, 2025, except that the Company may, at its option, redeem all but not part of the 2025 Notes if the Company has or will become obligated to pay holders additional amount due to certain changes in tax law of the relevant jurisdiction. As of December 31, 2023, there has been no such change in tax laws occurred. In The Company accounted for the respective 2025 Notes as a single instrument as a long-term debt. The debt issuance cost was recorded as reduction to the long-term debts and are amortized as interest expense using the effective interest method. Long-term Loans from Commercial Banks As of December 31, 2023, the Company’s long-term loans included long-term bank borrowings of ) in aggregate, of which the current portion of billion was classified as short-term debt (Note 12) and the remaining billion was The Company’s long-term bank loans were substantially credit borrowings and the weighted average interest rate for the outstanding borrowings was approximately % as of December 31, 2023 . As of December 31, 2023, the Company has loan facilities up to RMB21.3 billion, and RMB2.1 billion was unused under such facilities. The Company was in compliance with the applicable financial covenants with respect to certain financial metrics as of December 31, 2023. As of December 31, 2023, the long-term loans will be due according to the following schedule: As of December 31, 2023 RMB (in millions) 2024 3,451 2025 10,612 2026 8,436 2027 — 2028 — Thereafter 13 Total 22,512 |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHARE CAPITAL | 18. SHARE CAPITAL On April 19, 2021, the Company completed its global billion. |
(LOSSES)_EARNINGS PER SHARE
(LOSSES)/EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
EARNINGS/(LOSS) PER SHARE | |
(LOSSES)/EARNINGS PER SHARE | 19. (LOSSES)/EARNINGS PER SHARE Basic (losses)/earnings per share and diluted (losses)/earnings per share were calculated as follows (RMB in millions, except for share and per share data): 2021 2022 2023 Numerator: Net (loss)/income attributable to Trip.com Group Limited (550 ) 1,403 9,918 Eliminate the dilutive effect of interest expense of convertible notes — — 1 Numerator for diluted earnings per share (550 ) 1,403 9,919 Denominator: Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding 634,109,233 648,380,590 652,859,211 Dilutive effect of convertible notes — — 89,065 Dilutive effect of share options and RSUs — 8,712,236 18,113,964 Denominator for diluted earnings per ordinary share 634,109,233 657,092,826 671,062,240 Basic (losses)/earnings per ordinary share (0.87 ) 2.17 15.19 Diluted (losses)/earnings per ordinary share (0.87 ) 2.14 14.78 Basic (losses)/earnings per ADS (0.87 ) 2.17 15.19 Diluted (losses)/earnings per ADS (0.87 ) 2.14 14.78 All the convertible senior notes were included in the computation of diluted EPS in 2023. All the convertible senior notes had anti-dilutive impact and were excluded in the computation of diluted EPS in 2021 and 2022. For the years ended December 31, 2021, 2022 and 2023, the Company had securities which could potentially dilute basic earnings per share in the future, which were excluded from the computation of diluted earnings/(losses) per share as their effects would have been anti-dilutive. Such weighted average numbers of ordinary shares outstanding are as following: 2021 2022 2023 Convertible Notes 1,245,966 906,820 — Outstanding weighted average stock options and RSUs 6,756,940 18,155,730 4,583,793 8,002,906 19,062,550 4,583,793 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Capital commitments As of December 31, 2023, the Company had outstanding capital commitments totaling RMB24 million, which consisted of capital expenditures of property, equipment and software. Deposits under guarantee arrangement In connection with its air ticketing business, the Company is required by an affiliate of Civil Aviation Administration of China (“CAAC”) and International Air Transport Association (“IATA”) to enter into guarantee arrangements and to pay deposits of which the amount is indexed to the air ticket the Company could issue. The unused deposits are repaid at the end of the guaranteed period on an annual basis. As of December 31, 2023, the total quota of the air tickets that the Company was entitled to issue was up to RMB1.1 billion. The total amount of the deposit the Company paid was RMB147 million. Based on the guarantee arrangements, the maximum amount of future payments of Company to issue air tickets under the guarantee arrangements is approximately RMB943 million. Such quota is not considered a financial guarantee since the issuance of air ticketing is at the discretion of the Company in the normal course of business. The Company will be liable to pay only when it issues the air tickets to its users and such payable is included in the accounts payable. Therefore, the Company believes the guarantee arrangements do not constitute any contractual and constructive obligation of the Company and has not recorded any liability beyond the amount of the tickets that have already been issued. Contingencies The Company is not currently a party to any pending material litigation or legal proceeding or claims. The Company is incorporated in the Cayman Islands and is considered as a foreign entity under PRC laws. Due to the restrictions on foreign ownership of the travel agency and value-added telecommunications business, the Company conducts these businesses partly through various VIEs. These VIEs hold the licenses and approvals that are essential for the Company’s business operations. In the opinion of the Company’s PRC legal counsel, the current ownership structures and the contractual arrangements with these VIEs and their shareholders as well as the operations of these VIEs are in compliance with all existing PRC laws, rules and regulations. However, there may be changes and other developments in PRC laws and regulations. Accordingly, the Company cannot be assured that PRC government authorities will not take a view in the future contrary to the opinion of the Company’s PRC legal counsel. If the current ownership structures of the Company and its contractual arrangements with VIEs were found to be in violation of any existing or future PRC laws or regulations, the Company may be required to restructure its ownership structure and operations in China to comply with changing and new PRC laws and regulations. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segments, Geographical Areas [Abstract] | |
GEOGRAPHIC INFORMATION | 21. GEOGRAPHIC INFORMATION The following table presents revenue by geographic area, the Greater China and all other countries, based on the geographic location of its Online Channels for the year ended December 31, 2021, 2022 and 2023. No revenue result from an individual country other than the Greater China accounted for more than 10% of revenue for the presented years. 2021 2022 2023 RMB (in millions) Total Revenue The Greater China 18,423 16,326 38,668 Others 1,606 3,729 5,894 20,029 20,055 44,562 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS No subsequent event which had a material impact on the Company was identified through the date |
PRINCIPAL ACCOUNTING POLICIES (
PRINCIPAL ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
PRINCIPAL ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On March 18, 2021, the Company announced the resolution that was adopted and approved at the Company’s extraordinary general meeting of shareholders: Each of the Company’s issued and unissued ordinary shares of a nominal or par value of US$0.01 each in the capital of the Company be and is hereby subdivided into eight (8) ordinary shares of a nominal or par value of US$0.00125 each in the capital of the Company, effective from March 18, 2021 (“Share Subdivision”). The Company also announced that, concurrently with the effectiveness of the Share Subdivision, the ratio of ADS to ordinary share will be adjusted from eight (8) ADSs representing one (1) ordinary share to one (1) ADS representing one (1) ordinary share (the “ADS Ratio Change”). The number of ordinary shares as disclosed in these consolidated financial statements are prepared on a basis after taking into account the effects of the Share Subdivision and the ADS Ratio Change and have been retrospectively adjusted accordingly. The preparation of financial statements in conformity with U.S. GAAP requires management to and |
Consolidation | Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries. All significant transactions and balances between the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. The Company applies the guidance codified in Accounting Standard Codification 810, Consolidations (“ASC 810”) on accounting for the VIEs and their respective subsidiaries, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. A VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses or the right to receive expected residual returns, or (c) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are on behalf of the investor. The Company is considered as the primary beneficiary of the VIEs according to FASB ASC 810 and thus consolidates the financial statements each of these entities under U.S. GAAP. The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries, the consolidated VIEs and the VIEs’ subsidiaries: The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries: Name of major VIEs and their major subsidiaries Date of establishment/acquisition Shanghai Ctrip Commerce Co., Ltd., (“Ctrip Commerce”) Established on July 18, 2000 Shanghai Huacheng Southwest International Travel Agency Co., Ltd., (“Shanghai Huacheng”, a subsidiary of Ctrip Commerce) Established on March 13, 2001 Chengdu Ctrip Travel Agency Co., Ltd., (“Chengdu Ctrip”) Established on January 8, 2007 Beijing Qu Na Information Technology Co., Ltd., (“Qunar Beijing”) Established on March 17, 2006 The Company is considered the primary beneficiary of each of the VIEs and the |
Major variable interest entities and their subsidiaries | Major variable interest entities and their subsidiaries The Company conducts a part of its operations through a series of agreements with certain VIEs and VIEs’ subsidiaries as stated in above. These VIEs and VIEs’ subsidiaries are used solely to facilitate the Company’s participation in internet content provision, advertising business, travel agency and air-ticketing Ctrip Commerce is a domestic company incorporated in Shanghai, the PRC. Ctrip Commerce holds a telecommunications operation license and is primarily engaged in the provision of advertising business on the Internet website. One of the Company’s employees and one of the Company’s senior consultant collectively hold of the equity interest in Ctrip Commerce. The registered capital of Ctrip Commerce was Shanghai Huacheng is a domestic company incorporated in Shanghai, the PRC. Shanghai Huacheng holds a travel agency operation license and mainly provides domestic, inbound and outbound tour services and air-ticketing Chengdu Ctrip is a domestic company incorporated in Chengdu, the PRC. Chengdu Ctrip holds a domestic travel agency license and is engaged in the provision of air-ticketing of the Company’s employees and one of the Company’s senior consultant hold Qunar Beijing is a domestic company incorporated in Beijing, the PRC. Qunar Beijing holds various licenses for domestic and cross-border business of Qunar. Two employees The capital injected by some of our employees and senior consultants are funded by the Company and are recorded as long-term business loans to related parties, which are eliminated with registered capital of VIEs upon consolidation. The Company does not have any ownership interest in these VIEs and VIEs’ subsidiaries. As of December 31, 2023, the Company has various agreements with the consolidated VIEs and VIEs’ subsidiaries, including loan agreements, exclusive technical consulting and services agreements, equity pledge agreements, exclusive option agreements and other operating agreements which result in the Company being the primary beneficiary of each entity and which provides the basis for consolidation of the financial statements of each VIE pursuant to ASC 810. Details of certain key agreements with the major VIEs are as follows: Powers of Attorney: attorney-in-fact As of the date of this annual report, each of the shareholders of Qunar Beijing (VIE), Hui Cao and Hui Wang, also signed an irrevocable power of attorney authorizing an appointee, to exercise, in a manner approved by Qunar, on such shareholder’s behalf the full shareholder rights pursuant to applicable laws and Qunar Beijing (VIE)’s articles of association, including without limitation full voting rights and the right to sell or transfer any or all of such shareholder’s equity interest in Qunar Beijing (VIE). Each such power of attorney is effective until such time as such shareholder ceases to hold any equity interest in Qunar Beijing (VIE). The terms of the power of attorney with respect to Qunar Beijing (VIE) are substantially similar to the terms described in the foregoing paragraph. Technical Consulting and Services Agreements: years and may be renewed automatically in 10-year terms unless the Company disapprove the extension. The Company retains the exclusive right to terminate the agreements at any time by delivering a 30-day advance written notice to the applicable VIE. As of the date of this annual report, pursuant to the restated exclusive technical consulting and services agreement between Qunar Beijing (VIE) and Qunar Software, Qunar Software provides Qunar Beijing (VIE) with technical, marketing and management consulting services on an exclusive basis in exchange for service fee paid by Qunar Beijing (VIE) based on a set formula defined in the agreement subject to adjustment by Qunar Software at its sole discretion. This agreement will remain in effect until terminated unilaterally by Qunar Software or mutually. The terms of this agreement are substantially similar to the terms described in the foregoing paragraph. Equity Pledge Agreements: As of the date of this annual report, pursuant to the equity interest pledge agreement among Qunar Software, Hui Cao and Hui Wang, Hui Cao and Hui Wang have pledged their equity interests in Qunar Beijing (VIE) along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the contractual arrangements mentioned herein. This agreement is valid and binding on the pledgors and each of their successors, and is valid on the pledgee and its successors and assignees. Qunar Software may enforce this pledge upon the occurrence of a settlement event or as required by the PRC law. The pledge has been established upon registration with the local branch of the SAMR, and will expire when all obligations under the contractual arrangements have been satisfied. In enforcing the pledge, Qunar Software is entitled to dispose of the pledge and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled. The terms of this agreement are substantially similar to the terms described in the foregoing paragraph. Loan Ag re ements: years and may be renewed automatically in 10- As of the date of this annual report, pursuant to the loan agreement among Qunar Software, Hui Cao and Hui Wang, the loans extended by Qunar Software to each of Hui Cao and Hui Wang are only repayable by a transfer of such borrower’s equity interest in Qunar Beijing (VIE) to Qunar Software or its designated party, in proportion to the amount of the loan to be repaid. This loan agreement will continue in effect indefinitely until such time when (i) the borrowers receive a repayment notice from Qunar Software and fully repay the loans, or (ii) an event of default (as defined therein) occurs unless Qunar Software sends a notice indicating otherwise within calendar days after it is aware of such event. The loan agreements are valid and binding on the parties, their successors and permitted assignees. The terms of this loan agreement are substantially similar to the terms described in the foregoing paragraphs. Exclusive Option Agreements: years and may be renewed automatically in 10- year Hui Cao and Hui Wang also entered into an equity option agreement with Qunar, Qunar Software and Qunar Beijing (VIE). This equity option agreement contains arrangements that are similar to that as described in the foregoing paragraph. This agreement will remain effective with respect to each of Qunar Beijing (VIE)’s shareholders until all of the equity interest has been transferred or Qunar and Qunar Software terminates the agreement unilaterally with days’ prior written notice. This agreement is valid and binding on the parties, their successors and permitted assignees. The VIEs and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of the VIEs without the Company’s prior written consent. They also agree to accept the Company’s guidance with respect to day-to-day Risks in relation to contractual arrangements between the Company’s PRC subsidiaries and VIEs: The Company has been advised by Commerce & Finance Law Offices, its PRC legal counsel, that its contractual arrangements with its consolidated VIEs as described in the Company’s annual report are valid, binding and enforceable under the current laws and regulations of China. Based on such legal opinion and the management’s knowledge and experience, the Company believes that its contractual arrangements with its consolidated VIEs are in compliance with current PRC laws and legally enforceable. However, there may be in the event that the VIEs and their respective shareholders fail to perform their contractual obligations, the Company may have to rely on the PRC legal system to enforce its rights. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. The PRC laws and regulations have significantly enhanced protections afforded to various forms of the foreign investments in China for the past decades. However, many laws, regulations, and rules are subject to interpretation and clarification. Moreover, because these laws, regulations, and standards are subject to interpretations, their application in practice may evolve over time as new guidance becomes available. Due to the uncertainties with respect to the PRC legal system, the PRC government authorities may ultimately take a view contrary to the opinion of its PRC legal counsel with respect to the enforceability of the contractual arrangements. There are, however, uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, the Company cannot be assured that the PRC government authorities will not ultimately take a view that is contrary to the Company’s belief and the opinion of its PRC legal counsel. The new Foreign Investment Law of the PRC repealed simultaneously the Wholly Foreign-owned Enterprise Law of the PRC, Sino-foreign Equity Joint Venture Law of the PRC and Sino-foreign Cooperative Joint Ventures Law of the PRC. Therefore, the general regulations for companies’ set up and operation in the PRC including the foreign-invested companies shall comply with the Company Law of the PRC unless provided in the PRC Foreign Investment Laws. In December 2019, the Implementing Regulation of the Foreign Investment Law has been promulgated by the State Council which has come into force as of January 1, 2020. The Foreign Investment Law does not touch upon the relevant concepts and regulatory regimes that were historically suggested for the regulation of VIE structures, and thus this regulatory topic remains unclear under the Foreign Investment Law. Since the Foreign Investment Law is new, there are uncertainties exist with respect to its implementation and interpretation and it is also possible that the VIE entities will be deemed as foreign invested enterprises and be subject to restrictions in the future. Such restrictions may cause interruptions to the Company’s operations, products and services and may incur additional compliance cost, which may in turn materially and adversely affect the Company’s business, financial condition and results of operations. Summary financial information of the Company’s VIEs in the consolidated financial statements Pursuant to the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without any restrictions. Therefore, the Company considers that there is no asset of a consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves of the VIEs amounting to a total of RMB2.0 billion as of December 31, 2023. As all the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs. Summary of selected financial information of the VIEs, which represents aggregated financial information of the VIEs and their respective subsidiaries included in the accompanying consolidated financial statements, is as follows (RMB in millions): As of 2022 2023 Selected Balance Sheets Data of the VIEs Cash and cash equivalents 2,891 2,825 Restricted cash 449 533 Short-term investments 2,643 197 Accounts receivable, net 606 1,363 Prepayments and other current assets 2,375 2,076 Investments (non-current) 2,121 2,998 Total assets 17,480 18,085 Less: Inter-company receivabl (4,852 ) (6,699 ) Total assets excluding inter-company receivables 12,628 11,386 Short-term debt and current portion of long-term debt 5,215 3,245 Accounts payable 1,497 2,964 Advances from customers 1,212 1,637 Other payables and accruals 2,095 2,162 Total liabilities 15,558 16,571 Less: Inter-company payabl (5,150 ) (5,934 ) Total liabilities excluding inter-company payables 10,408 10,637 Note i: The inter-company receivables as of December 31, 2022 and 2023 mainly represented the receivables of VIEs due from the Company’s wholly-owned subsidiaries for treasury cash management purpose. Note ii: The inter-company payables as of December 31, 2022 and 2023 mainly represented payables of VIEs due to the Company’s wholly-owned subsidiaries for treasury cash management purpose. The following table set forth the summary of results of operations of the VIEs and their subsidiaries of the Company (RMB in millions): For the years ended December 31, 2021 2022 2023 Net revenues 6,035 4,335 10,050 Cost of revenues 2,557 2,292 5,118 Net loss (119 ) (495 ) (945 ) Net revenues from VIEs accounted for around 30%, 22% and 23% of the Company’s net revenues for the year ended December 31, 2021, 2022 and 2023, respectively. The VIEs’ net income before the deduction of the inter-company service fee charges were RMB1.5 billion, RMB1.2 billion and RMB3.3 billion for the years ended December 31, 2021, 2022 and 2023, respectively. The amount of service fees paid by all the VIEs to the WFOEs pursuant to the exclusive technical consulting and service agreements between VIEs and WFOEs were RMB1.7 billion, RMB1.7 billion and RMB4.3 billion for the years ended December 31, 2021, 2022 and 2023, respectively. The following tables set forth the summary of cash flow activities of the VIEs and their subsidiaries of the Company (RMB in millions): For the year ended December 31, 2021 2022 2023 Net cash provided by/(used in) operating activities 1,271 (1,677 ) 1,092 Net cash provided by investing activities 618 4,317 109 Net cash used in financing activities (1,566 ) (6,957 ) (1,182 ) Currently there is no contractual arrangement that could require the Company to provide additional financial support to the consolidated VIEs. As the Company is conducting certain business in the PRC mainly through the VIEs, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. |
Foreign currencies | Foreign currencies The Company’s reporting currency is RMB. The Company’s functional currency is US$. The Company’s operations are conducted through the subsidiaries and VIEs where the local currency is the functional currency and the financial statements of those subsidiaries are translated from their respective functional currencies into RMB. Transactions denominated in currencies other than functional currencies are remeasured at the exchange rates prevailing at the dates of the transaction for the Company’s subsidiaries respectively. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of (loss)/income and comprehensive (loss)/income. Monetary assets and liabilities denominated in foreign currencies are remeasured using the applicable exchange rates at the balance sheet dates. All such exchange gains and losses are included in the consolidated statements of (loss)/income and comprehensive (loss)/income. Assets and liabilities of the group companies are translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting periods. The exchange differences for the translation of group companies with non-RMB Translations of amounts from RMB into US$ are unaudited and solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB7.0999 |
Cash and cash equivalents | Cash and cash equivalents Cash includes currency on hand and deposits held by financial institutions that can be added to or withdrawn without limitation. Cash equivalents represent short-term, highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of generally three months or less. |
Restricted cash | Restricted cash Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Company’s restricted cash is substantially a cash balance on deposit required by its business partners and commercial banks. |
Short-term investments | Short-term investments Short-term investments represent i) held-to-maturity |
Derivative Instruments | Derivative Instruments The derivative instruments primarily consisted of foreign currency forward contracts and interest rate swap contracts. The fair values of the derivative instruments generally represent the estimated amounts expect to receive or pay upon termination of the contracts as of the reporting date. The foreign currency forward contracts are used to economically hedge certain foreign denominated liabilities and reduce, to the extent practicable, the potential exposure to the changes that exchange rates might have on the Company’s earnings, cash flows and financial position. As the derivative instruments of foreign currency forward contracts do not qualify for hedge accounting treatment, changes in the fair value are reflected in Other income/(expense) of the consolidated statements of (loss)/income and comprehensive (loss)/income. The interest rate swap contracts are used to swap floating interest payments related to certain borrowings for fixed interest payments to hedge the interest rate risk associated with certain forecasted payments and obligations. As derivative instruments of interest rate swap contracts are designated as cash flow hedges and the hedge is highly effective, all changes in the fair value of the derivative hedging instruments are recorded in other comprehensive income/(loss)(“OCI”) as unrealized securities holding gains/(losses). As of December 31, 2022 and 2023, and for the years ended December 31, 2021, 2022 and 2023, the balance of the derivative instruments and the total amount of fair value changes are not material. |
Installment credit and Nonrecourse securitization debt | Installment credit and nonrecourse securitization debt The Company provides installment credit solutions to users with the terms generally below one year. Such amounts are recorded at the outstanding principal amount less allowance for credit losses, and include accrued interest receivable and presented in receivable related to financial services in Note 3. Since 2018, the Company entered into asset backed securitization arrangements with third-party financial institutions and set up a securitization vehicle as servicer to issue the revolving debt securities to third party investors. The debt securities are collateralized by the loans due from the users transferred to the securitization vehicle. The Company consolidated the servicer of the securitized debt since economic interests are retained in the form of subordinated interests and it acts as the servicer of securitization vehicle. Therefore, the proceeds from the issuance of debt securities are reported as securitization debt, and the transferred collateralized receivable remain on the Company’s financial statements. The securitization debt is repaid when the collections of the underlying collateralized receivable occur and is As of December 31, 2022, and 2023, out of the total receivables due from the users, the collateralized receivable for the debt securities were RMB0.1 billion and RMB1.1 billion, respectively, and the non-collateralized As of December 31, 2022, and 2023, the balance of allowance for expected credit losses for the receivable due from the users The gross amount of the loans provided to users is presented in the investing section of the cash flow statement unless the term of the receivables is three month or less, in which case it is presented on a net basis by deducting the repayment from the users. |
Land use rights | Land use rights Land use rights represent the prepayments for usage of the parcels of land where the office buildings are located, are recorded at cost, and are amortized over their respective lease periods (usually over 40 to 50 years). |
Property, equipment and software | Property, equipment and software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives, taking into account any estimated residual value: Building 30-40 years Leasehold improvements Lesser of the term of the lease or the estimated useful lives of the assets Website-related equipment 3-5 years Computer equipment 3-5 Furniture and fixtures 3-5 years Software 3-5 years The Company recognizes the disposal of Property, equipment and software in general and administrative expenses. |
Investments | Investments The Company’s investments include equity method investments, equity securities without readily determinable fair values, equity securities with readily determinable fair values, held to maturity debt securities, and available-for-sale The Company applies equity method in accounting for its investments in entities in which the Company has the ability to exercise significant influence but does not have control and the investments are in either common stock or in-substance Equity securities without readily determinable fair values are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Equity securities with readily determinable fair values are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. From January 1, 2021, the Company adopted Accounting Standards Update No. 2020-01, Debt securities that the Company has positive intent and ability to hold to maturity are classified as held to maturity debt securities and are stated at amortized cost. The Company has classified its investments in debt securities, other than the held to maturity debt securities, as available-for-sale securities. Available-for-sale debt securities are reported at estimated fair value (Note 7) with the aggregate unrealized gains and losses, net of tax, reflected in “Accumulated other comprehensive loss” in the consolidated balance sheets. If the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the consolidated statements of (loss)/income and comprehensive (loss)/income. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. |
Fair value measurement of financial instruments | Fair value measurement of financial instruments Financial assets and liabilities of the Company primarily comprise of cash and cash equivalents, restricted cash, time deposits, financial products, derivative instruments, accounts receivable, due from related parties, available-for-sale debt investments, equity securities, accounts payable, due to related parties, advances from end users, short-term bank borrowings, exchangeable senior notes, other short-term liabilities and long-term debts. As of December 31, 2022, and 2023, except for financial products, derivative instruments, exchangeable senior notes, long-term debts, listed equity securities and available-for-sale debt investments, carrying values of the financial instruments approximated their fair values because of their generally short maturities. The Company reports financial products, derivative instruments, exchangeable senior notes, listed equity securities and available-for-sale debt investments at fair value at each balance sheet date and changes in fair value are reflected in the statements of (loss)/income and comprehensive (loss)/income. The Company disclosed the fair value of its long-term debts based on Level 2 inputs in Note 17. The Company measures its financial assets and liabilities using inputs from the following three levels of the fair value hierarchy. The three levels are as follows: Level 1 inputs are unadjusted quoted prices in active markets for identical assets that the management has the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect the management’s assumptions about the assumptions that market participants would use in pricing the asset. The management develops these inputs based on the best information available, including the own data. |
Business combination and Acquisitions | Business combination U.S. GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The Company applies ASC 805, “Business combinations”, the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling non-controlling The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, growth rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Acquisitions During the periods presented, the Company completed several transactions to acquire controlling shares to enrich its products and to expand business. The Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities, based in part on independent appraisal reports as well as its experience with purchasing similar assets and liabilities in similar industries. Major assumptions used in determining the fair value of these acquired assets include revenue growth rate and weighted average cost of capital. The amount of excess of the purchase price over the fair value of the identifiable assets and liabilities acquired is recorded as goodwill. The acquisitions in 2021, 2022 and 2023 with total consideration of RMB1.8million, RMB8.0million and RMB3.5 million were immaterial that resulted in no recorded goodwill and recorded intangible assets of RMB0.5million, RMB 10.0 Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated income statements for the years ended December 31, 2021, 2022 and 2023, either individually or in aggregate. |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries and consolidated VIEs. Goodwill is not amortized but is reviewed at least annually for impairment or earlier. The Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, by taking into consideration of macroeconomics, overall financial performance, industry and market conditions and the share price of the Company. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment. The Company performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company performs the annual goodwill impairment assessment as of December 31, or when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. As of December 31, 2022 and 2023, the Company qualitatively assessed relevant events and circumstances, including macroeconomics conditions, industry and market considerations, its overall financial performance as well as the share price, and concluded by weighing all these factors in their entirety that it was not more likely than not the fair value of the Company’s reporting unit was lower than its carrying value. For the years ended December 31, 2021, 2022 and 2023, there Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of non-compete three The Company reviews intangible assets with indefinite lives annually for impairment or earlier, if an indication of impairment exists. No impairment on other intangible assets was recognized for the years ended December 31, 2021, 2022 and 2023, respectively. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived |
Accrued liability for customer reward program | Accrued liability for rewards program The Company provides a discretionary (not provided for within end user contracts) loyalty points program to its end users. The points awarded can be redeemed for cash or used to purchase gifts through the Company’s mobile applications, other mobile access channels, and websites (“Online Channels”). The estimated incremental costs of the loyalty points program are recognized as sales and marketing expense, or as a reduction of the revenue, depending on whether it can be redeemed to gifts or redeemed for cash, and accrued for as a current liability. As members redeem awards or their entitlements expire, the accrued liability is reduced correspondingly. For the years ended December 31, 2021, 2022 and 2023 the incremental costs recognized for the rewards program were immaterial. |
Deferred revenue | Deferred revenue The Company offers a discretionary coupon program, through which the Company primarily provides coupons to end users who book selected hotels online through website. The end users who use the coupons receive credits in their virtual cash accounts upon check-out |
Revenue recognition | Revenue recognition The Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), under which, the Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenues are recognized at gross amounts for merchant business where the Company undertakes substantive inventory risks by pre-purchasing Revenue from accommodation reservation services, transportation ticketing services, packaged tours, and corporate travel are substantially recognized at a point of time when the performance obligations that are satisfied. Revenue from other businesses comprise primarily of online advertising services and financial services, which are recognized ratably over the time or upon relevant performance obligations being fulfilled. Accommodation reservation services The Company receives commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable Transportation ticketing services Transportation ticketing service revenues mainly represent revenues from ticket reservations and other related services. The Company receives commissions from travel suppliers for ticketing reservations and other related services through the Company’s transaction and service platform under various services agreements. Commissions from ticketing reservations and other related services rendered are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled to a commission fee for the tickets and other related services canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of (loss)/income and comprehensive (loss)/income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume Packaged tours The Company receives referral fees from travel product providers for packaged-tour products and services through the Company’s transaction and service platform. Referral fees are recognized on the departure date of the tours as this is when the Company’s performance obligation is satisfied. The Company presents revenues from such transactions on a net basis in the statements of (loss)/income and comprehensive (loss)/income when the Company does not control the service provided by the travel supplier to the traveler and has no obligations for canceled packaged-tour products Corporate travel Corporate travel management revenues primarily include commissions from air ticket booking, hotel reservation and packaged-tour services rendered to corporate clients. The Company contracts with corporate clients based on service fee model. Travel reservations are made via on-line off-line Other businesses Other businesses comprise primarily of online advertising services and financial services. The Company receives advertising revenues, which principally represent the sale of banners or sponsorship to customers through Company’s Online Channels |
Allowance for expected credit losses | Allowance for expected credit losses The Company’s accounts receivable, prepayments and other current assets (including the receivables of financial services), due from related parties, long-term prepayments and other assets, and long-term receivables due from related parties are within the scope of ASC Topic 326. The Company has identified the relevant risk characteristics of its customers and the related receivables and prepayments, which include size, type of the reservation services the Company provides to its customers or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any historic recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the credit losses of the Company’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. Significant judgments and assumptions are required to estimate the allowance for expected credit losses on receivables from and prepayments to customers and such assumptions may change in future periods, particularly the assumptions related to the impact of the COVID-19 The following table summarized the details of the Company’s allowance for expected credit losses (RMB in millions): 2021 2022 2023 Allowance at beginning of year 799 815 770 Deconsolidation of subsidiaries (1 ) — — Provisions for credit losses 141 296 79 Write-offs (124 ) (341 ) (353 ) Allowance at end of year 815 770 496 |
Cost of revenues | Cost of revenues Cost of revenues consists primarily of payroll compensation of customer service center personnel, credit card service fees, payments to travel suppliers, telecommunication expenses, direct costs of principal travel tour services, depreciation, rentals, direct costs of financial service and related expenses incurred by the Company which are directly attributable to the Company’s user orders and the rendering of travel related services and other businesses. |
Product development | Product development Product development expenses primarily include payroll compensation of product development personnel, consulting expenses and other expenses incurred by the Company that are directly attributable to develop the Company’s travel supplier networks as well as to maintain, monitor and manage the Company’s transaction and service platforms. The Company recognizes website, software and mobile applications development costs in accordance with ASC 350-50 “Website development costs” and ASC 350-40 “Software — internal use software” respectively, which are not material. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development. The Company also expenses all costs that are associated with repair or maintenance of the existing websites and mobile applications or the development of software or mobile applications for internal use and websites content. |
Sales and marketing | Sales and marketing Sales and marketing expenses consist primarily of costs of payroll and related compensation for the Company’s sales and marketing personnel, advertising expenses, and other related marketing and promotion expenses. Advertising expenses, amounting to approximately RMB2.4 billion, RMB2.1 billion and RMB5.3 billion for the years ended December 31, 2021, 2022 and 2023 respectively, are charged to the statements of (loss)/income and comprehensive (loss)/income as incurred. |
Share-based compensation | Share-based compensation The Company grants restricted share units (“RSUs”) and share options of the Company to eligible employees. The Company accounts for share-based awards issued to employees in accordance with ASC Topic 718 Compensation – Stock Compensation According to ASC 718, a change in any of the terms or conditions of stock options shall be accounted for as a modification of the plan. Therefore, the Company calculates incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the Company would recognize incremental compensation cost in the period the modification occurs and for unvested options, the Company would recognize, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. According to ASC 718, the Company classifies certain options or similar instruments as liabilities if the entity can be required under any circumstances to settle the option or similar instrument by transferring cash or other assets and such cash settlement is probable. The percentage of the fair value that is accrued as compensation cost at the end of each period shall equal the percentage of the requisite service that has been rendered at that date. Changes in fair value of the liability classified award that occur during the requisite service period shall be recognized as compensation cost over that period. Changes in fair value that occur after the end of the requisite service period are compensation cost of the period in which the changes occur. Any difference between the amount for which a liability award is settled and its fair value at the settlement date as estimated is an adjustment of compensation cost in the period of settlement. Share incentive plans (share numbers have reflected the effect of Share Subdivision on March 18, 2021) In October 2007, the Company adopted a 2007 Share Incentive Plan (“2007 Incentive Plan”). As of December 31, 2022, and 2023, 14,256,667 and 13,150,932 options were outstanding and nil RSUs under the 2007 Incentive Plan. In June 2017, the Company adopted a Global Share Incentive Plan (“Global Incentive Plan”). The Company granted 15,404,097, 17,311,708 and 12,332,490 new share options and 255,004, 255,000 and nil new RSUs to employees with 4-year As of December 31, 2022, and 2023, 63,218,035 and 71,442,044 options and 751,506 and 553,688 RSUs were outstanding under the Global Incentive Plan. As detailed in Note 2 “basis of presentation”, following the Share Subdivision that became effective on March 18, 2021, each ordinary share was subdivided into eight ordinary shares and each ADS represents one ordinary share. Prior and subsequent to March 18, 2021, one ordinary share was issuable upon the vesting of one outstanding restricted share or the exercise of one outstanding share option, respectively. Therefore, following the Share Subdivision, each share option and restricted share is subdivided into eight share options and eight restricted shares, and the weighted average grant date fair value per restricted share and the weighted average exercise price per share option are diluted by eight times. The number of restricted shares and share options, the weighted average grant date fair value per restricted share and the weighted average exercise price per share option has been retrospectively adjusted for the Share Subdivision in the following tables. The Share Subdivision does not have any impact on the compensation cost of the Company. The following table summarized the Company’s share option activity under all the option plans (in US$, except for shares): Number of (Note i) Weighted (Note i) Weighted (Note i) Aggregate (in millions) (Note i) Outstanding at December 31, 2020 57,583,856 22.55 5.16 704 Granted 15,404,097 18.46 Exercised (5,106,035 ) 9.32 Forfeited (1,800,799 ) 7.9 Outstanding at December 31, 2021 66,081,119 23.02 5.42 398 Granted 17,311,708 14.15 Exercised (4,493,648 ) 5.70 Forfeited (1,424,477 ) 10.80 Outstanding at December 31, 2022 77,474,702 22.26 5.01 995 Granted 12,332,490 18.82 Exercised (4,590,690 ) 12.18 Forfeited (623,526 ) 12.57 Outstanding at December 31, 2023 84,592,976 22.38 4.70 1,195 Vested and expect to vest at December 31, 2023 81,777,561 22.53 4.65 1,144 Exercisable at December 31, 2023 49,400,288 25.44 3.68 564 Note i: The number of restricted shares and weighted average exercise price have been retrospectively adjusted for the Share Subdivision that became effective on March 18, 2021 (Note 2) The Company’s current practice is to issue new shares to satisfy share option exercises. The expected-to-vest pre-vesting The aggregate intrinsic value in the table above represents the total intrinsic value (the aggregate difference between the Company’s closing stock price at each reporting date and the exercise price for in-the-money in-the-money The total intrinsic value of options exercised during the years ended December 31, 2021, 2022 and 2023 were US$128 million US$90 million and US$114 million, respectively. The weighted average fair value of options granted after Share Subdivision during the years ended December 31, 2021, 2022 and 2023 was US$19.94, US$10.14 and US$25.61 per share, respectively. As of December 31, 2023, there was US$396 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share options which are expected to be recognized over a weighted average period of 2.3 year. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. Total cash received from the exercise of share options amounted to RMB307 million, RMB179 million and RMB399 million for the years ended December 31, 2021, 2022 and 2023, respectively. The Company calculated the estimated fair value of share options on the date of grant using the Black-Scholes pricing model with the following assumptions: 2021 2022 2023 Risk-free interest rate 0.21%-1.18% 1.55%-4.45% 3.60%-4.72% Expected life (years) 4 – 5 4 – 5 4 – 5 Expected dividend yield 0% 0% 0% Volatility 39%-43% 41%-49% 48%-49% Fair value of options at grant date per share from US$8.61 from US$7.44 from US$16.08 The following table summarizes the Company’s RSUs activities under all incentive plans (in US$, except for shares): Number of Shares (Note i) Weighted average grant date fair value (US$) Restricted shares Unvested at December 31, 2020 934,512 33.79 Granted 255,004 31.35 Vested (215,484 ) 37.26 Forfeited (104,412 ) 30.12 Unvested at December 31, 2021 869,620 32.65 Granted 255,000 24.67 Vested (243,625 ) 36.15 Forfeited (129,489 ) 33.92 Unvested at December 31, 2022 751,506 28.59 Vested (197,250 ) 30.51 Forfeited (568 ) 29.03 Unvested at December 31, 2023 553,688 27.90 Note i: The number of restricted shares and weighted average grant date fair value have been retrospectively adjusted for the Share Subdivision that became effective on March 18, 2021 (Note 2). As of December 31, 2023, there was US$7 million unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted shares, which are to be recognized over a weighted average vesting period of 1.1 years. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. The Company determined the fair value of RSUs based on its stock price on the date of grant. |
Leases | Leases The Company applies ASC 842, Leases, and determines if an arrangement is a lease at inception. Operating leases are primarily for office and operation space and are included in right-of-use For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheet. Instead, it recognizes the lease payments as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of (loss)/income and comprehensive (loss)/income and cash flows. The Company has operating lease agreements with insignificant non-lease components and have elected the practical expedient to combine and account for lease and non-lease components as a single lease component. |
Taxation | Taxation Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the balance sheet liability method. Under this method, deferred income taxes are recognized for the tax consequences of significant temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in income in the period enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered unlikely that some portion of, or all of, the deferred tax assets will not be realized. The Company applies ASC 740, “Income Taxes”. It clarifies the accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements and prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. |
Other income/ (expense) | Other income/(expense) Other income/(expense) consists of financial subsidies and investment income/(loss). Financial subsidies primarily relate to the non-recurring 2021 2022 2023 Government grants 550 618 608 Gain on disposal of long-term investments (Note 7) 63 23 11 Foreign exchange gains/(losses) 1 (69 ) 29 Gain from the fair value remeasurement upon the discontinuance of the equity method of the investment(a) — 1,135 — Dividend from long-term investments — 53 177 Impairments of long-term investments(b) (96 ) (949 ) (115 ) Fair value changes of equity securities investments and Exchangeable Senior Notes (170 ) 1,338 (1,507 ) Others 25 (134 ) 130 Total 373 2,015 (667 ) (a) In 2022, an equity method investee of the Company completed an initial public offering, upon which the Company lost significant influence over the investee due to its reduced voting rights and changes in the investee’s governing documents. Consequently, the Company discontinued the equity method accounting and the investment was classified as an equity security investment with readily determinable fair value. Immediately after discontinuing the equity method, the Company recognized a gain from the remeasurement of the investment at fair value with amount of RMB1.1 billion. (b) In 2022 and 2023, the Company recorded a RMB906 and RMB115 million impairment loss for certain redeemable preferred shares investments which are available-for-sale securitie s |
Statutory reserves | Statutory reserves The Company’s PRC subsidiaries and VIEs are required to allocate at least 10% of their after-tax determined based on to the general reserve and other countries or regions. |
Dividends | Dividends Dividends are recognized when declared. PRC regulations currently permit payment of dividends only out of accumulated profits determined based on the 4-08(e)(3) S-X, billion. As profits. In November 2023, the Company adopted a regular capital return policy to benefit the shareholders of the Company in the form of share repurchases, cash dividends, or a combination thereof, commencing from the year of 2024. Under the policy, the Company reserves the discretion relating to the determination of the form, timing, and amount of the capital return measures, depending on the Company’s financial condition, results of operations, cash flow, capital requirements, and other relevant factors. No dividends have been paid or declared by the Company during the years ended December 31, 2021, 2022 |
(Losses)/earnings per share | (Losses)/earnings per share In accordance with “Computation of Earnings Per Share” If the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of basic and diluted EPS shall be adjusted retroactively for all periods presented to reflect that change in capital structure. If changes in common stock resulting from stock dividends, stock splits, or reverse stock splits occur after the close of the period but before the financial statements are issued or are available to be issued, the per-share On March 18, 2021, the Company effected a share split by one-to-eight |
Treasury stock | Treasury stock In 2023, the Company purchased 6.8 million ADSs in aggregate with a total gross consideration of US$224 million pursuant to its existing plan adopted in 2014. The share-repurchase programs do not require the Company to acquire a specific number of shares and may be suspended or discontinued at any time. Treasury stock is accounted for under the cost method. Under this method, the cost incurred to purchase the shares is recorded in “Treasury stock” on the consolidated balance sheets. |
Segment reporting | Segment reporting The Company operates and manages its business as a single segment. Resources are allocated and performance is assessed by the CEO, who is determined to be the Chief Operating Decision Maker (CODM). Since the Company operates in one reportable segment, all financial and product information required can be found in the consolidated financial statements. The Company primarily generates its revenues from the Greater China Area, for geographic information, please refer to Note 2 1 |
Recently Accounting Pronouncements | Recent Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, 470-50), 815-40) In October 2021, the FASB issued ASU No. 2021-08, 2021-08), In March 2022, the FASB issued ASU 2022-02, 2016-13, 326-20. In June 2022, the FASB issued ASU 2022-03 In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in the Company including the additional required disclosures when adopted. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statement and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets (Subtopic 350-60). This ASU requires certain crypto assets to be measured at fair value separately in the balance sheet and income statement each reporting period. This ASU also enhances the other intangible asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto holding. The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. Adoption of the ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is also permitted, including adoption in an interim period. However, if the ASU is early adopted in an interim period, an entity must adopt the ASU as of the beginning of the fiscal year that includes the interim period. This ASU will result in gains and losses recorded in the consolidated financial statements of (loss)/income and comprehensive (loss)/income and additional disclosures when adopted. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statement. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statement. |
Certain risks and concentration | Certain risks and concentration Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, amounts due from related parties, prepayments and other current assets. As of December 31, 2022 and 2023, substantially all of the Company’s cash and cash equivalents, restricted cash and short-term investments were held in major financial institutions located in the PRC and in Hong Kong, which management considers to be of high credit quality based on their credit ratings. Accounts receivable are generally unsecured and denominated in RMB, and are derived from revenues earned from operations arising primarily in the PRC. No individual customer accounted for more than 10% of net revenues for the years ended December 31, 2021, 2022 and 2023. No individual customer accounted for more than 10% of accounts receivable as of December 31, 2022 and 2023. Impact of COVID-19 The COVID-19 pandemic, since its outset in 2020, and the resulting implementation of travel restrictions by governments around the world resulted in a significant decline in travel activities and consumer demand for travel related services. The Company’s businesses, results of operation, financial positions and cash flows have been materially and adversely affected by the COVID-19 Starting in December 2022, most of the travel restrictions and quarantine requirements in China were lifted. Since the beginning of 2023, the situation has been significantly improved and normalized. As a result, it has been witnessed a significant recovery. Although the Company has substantially recovered from the adverse impact of the COVID-19 pandemic, there can be no assurance as to whether any other pandemic, epidemic, or fear of spread of contagious disease could disrupt the travel industry and our operations. |
PRINCIPAL ACCOUNTING POLICIES_2
PRINCIPAL ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Company's major VIEs and VIE's subsidiaries | The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries: Name of major VIEs and their major subsidiaries Date of establishment/acquisition Shanghai Ctrip Commerce Co., Ltd., (“Ctrip Commerce”) Established on July 18, 2000 Shanghai Huacheng Southwest International Travel Agency Co., Ltd., (“Shanghai Huacheng”, a subsidiary of Ctrip Commerce) Established on March 13, 2001 Chengdu Ctrip Travel Agency Co., Ltd., (“Chengdu Ctrip”) Established on January 8, 2007 Beijing Qu Na Information Technology Co., Ltd., (“Qunar Beijing”) Established on March 17, 2006 |
Summary of consolidated balance sheet information of VIEs | Summary of selected financial information of the VIEs, which represents aggregated financial information of the VIEs and their respective subsidiaries included in the accompanying consolidated financial statements, is as follows (RMB in millions): As of 2022 2023 Selected Balance Sheets Data of the VIEs Cash and cash equivalents 2,891 2,825 Restricted cash 449 533 Short-term investments 2,643 197 Accounts receivable, net 606 1,363 Prepayments and other current assets 2,375 2,076 Investments (non-current) 2,121 2,998 Total assets 17,480 18,085 Less: Inter-company receivabl (4,852 ) (6,699 ) Total assets excluding inter-company receivables 12,628 11,386 Short-term debt and current portion of long-term debt 5,215 3,245 Accounts payable 1,497 2,964 Advances from customers 1,212 1,637 Other payables and accruals 2,095 2,162 Total liabilities 15,558 16,571 Less: Inter-company payabl (5,150 ) (5,934 ) Total liabilities excluding inter-company payables 10,408 10,637 Note i: The inter-company receivables as of December 31, 2022 and 2023 mainly represented the receivables of VIEs due from the Company’s wholly-owned subsidiaries for treasury cash management purpose. Note ii: The inter-company payables as of December 31, 2022 and 2023 mainly represented payables of VIEs due to the Company’s wholly-owned subsidiaries for treasury cash management purpose. |
Summary of consolidated results of operations information of VIEs | The following table set forth the summary of results of operations of the VIEs and their subsidiaries of the Company (RMB in millions): For the years ended December 31, 2021 2022 2023 Net revenues 6,035 4,335 10,050 Cost of revenues 2,557 2,292 5,118 Net loss (119 ) (495 ) (945 ) |
Summary of consolidated results of cash flows information of VIEs | The following tables set forth the summary of cash flow activities of the VIEs and their subsidiaries of the Company (RMB in millions): For the year ended December 31, 2021 2022 2023 Net cash provided by/(used in) operating activities 1,271 (1,677 ) 1,092 Net cash provided by investing activities 618 4,317 109 Net cash used in financing activities (1,566 ) (6,957 ) (1,182 ) |
Schedule of property, equipment and software estimated useful lives | Building 30-40 years Leasehold improvements Lesser of the term of the lease or the estimated useful lives of the assets Website-related equipment 3-5 years Computer equipment 3-5 Furniture and fixtures 3-5 years Software 3-5 years |
Allowance for doubtful accounts | 2021 2022 2023 Allowance at beginning of year 799 815 770 Deconsolidation of subsidiaries (1 ) — — Provisions for credit losses 141 296 79 Write-offs (124 ) (341 ) (353 ) Allowance at end of year 815 770 496 |
Company's share option activity under all the incentive plans | The following table summarized the Company’s share option activity under all the option plans (in US$, except for shares): Number of (Note i) Weighted (Note i) Weighted (Note i) Aggregate (in millions) (Note i) Outstanding at December 31, 2020 57,583,856 22.55 5.16 704 Granted 15,404,097 18.46 Exercised (5,106,035 ) 9.32 Forfeited (1,800,799 ) 7.9 Outstanding at December 31, 2021 66,081,119 23.02 5.42 398 Granted 17,311,708 14.15 Exercised (4,493,648 ) 5.70 Forfeited (1,424,477 ) 10.80 Outstanding at December 31, 2022 77,474,702 22.26 5.01 995 Granted 12,332,490 18.82 Exercised (4,590,690 ) 12.18 Forfeited (623,526 ) 12.57 Outstanding at December 31, 2023 84,592,976 22.38 4.70 1,195 Vested and expect to vest at December 31, 2023 81,777,561 22.53 4.65 1,144 Exercisable at December 31, 2023 49,400,288 25.44 3.68 564 Note i: The number of restricted shares and weighted average exercise price have been retrospectively adjusted for the Share Subdivision that became effective on March 18, 2021 (Note 2) |
Assumptions of Black-Scholes pricing model | 2021 2022 2023 Risk-free interest rate 0.21%-1.18% 1.55%-4.45% 3.60%-4.72% Expected life (years) 4 – 5 4 – 5 4 – 5 Expected dividend yield 0% 0% 0% Volatility 39%-43% 41%-49% 48%-49% Fair value of options at grant date per share from US$8.61 from US$7.44 from US$16.08 |
Schedule of restricted share activities under all incentive plans | The following table summarizes the Company’s RSUs activities under all incentive plans (in US$, except for shares): Number of Shares (Note i) Weighted average grant date fair value (US$) Restricted shares Unvested at December 31, 2020 934,512 33.79 Granted 255,004 31.35 Vested (215,484 ) 37.26 Forfeited (104,412 ) 30.12 Unvested at December 31, 2021 869,620 32.65 Granted 255,000 24.67 Vested (243,625 ) 36.15 Forfeited (129,489 ) 33.92 Unvested at December 31, 2022 751,506 28.59 Vested (197,250 ) 30.51 Forfeited (568 ) 29.03 Unvested at December 31, 2023 553,688 27.90 Note i: The number of restricted shares and weighted average grant date fair value have been retrospectively adjusted for the Share Subdivision that became effective on March 18, 2021 (Note 2). |
Summary of components of other income | 2021 2022 2023 Government grants 550 618 608 Gain on disposal of long-term investments (Note 7) 63 23 11 Foreign exchange gains/(losses) 1 (69 ) 29 Gain from the fair value remeasurement upon the discontinuance of the equity method of the investment(a) — 1,135 — Dividend from long-term investments — 53 177 Impairments of long-term investments(b) (96 ) (949 ) (115 ) Fair value changes of equity securities investments and Exchangeable Senior Notes (170 ) 1,338 (1,507 ) Others 25 (134 ) 130 Total 373 2,015 (667 ) (a) In 2022, an equity method investee of the Company completed an initial public offering, upon which the Company lost significant influence over the investee due to its reduced voting rights and changes in the investee’s governing documents. Consequently, the Company discontinued the equity method accounting and the investment was classified as an equity security investment with readily determinable fair value. Immediately after discontinuing the equity method, the Company recognized a gain from the remeasurement of the investment at fair value with amount of RMB1.1 billion. (b) In 2022 and 2023, the Company recorded a RMB906 and RMB115 million impairment loss for certain redeemable preferred shares investments which are available-for-sale securitie s |
PREPAYMENTS AND OTHER CURRENT_2
PREPAYMENTS AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PREPAYMENTS AND OTHER CURRENT ASSETS | |
Components of prepayments and other current assets | Components of prepayments and other current assets as of December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Prepayments and other deposits 5,019 6,919 Receivable related to financial services (Note 2) 3,403 4,193 Interest receivables 759 514 Prepaid expenses 240 168 Others 748 955 Total 10,169 12,749 |
LONG-TERM PREPAYMENTS AND OTH_2
LONG-TERM PREPAYMENTS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEPOSITS AND PREPAYMENTS | |
Components of long-term deposits and prepayments | Components of long-term prepayments and other assets as of December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Deposits paid to airline suppliers 239 215 Deposit paid to lessor 58 50 Deposits paid to hotel suppliers 30 117 Deposits paid to advertising suppliers 21 42 Other deposit 37 46 Long-term 58 39 Prepayment for acquisition of property and equipment 33 76 Others 69 78 Total 545 663 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY, EQUIPMENT AND SOFTWARE | |
Schedule of property, equipment and software and its related accumulated depreciation and amortization | Property, equipment and software and its related accumulated depreciation and amortization as of December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Buildings 5,409 5,409 Website-related equipment 1,802 2,075 Computer equipment 810 796 Software 668 755 Furniture and fixtures 216 301 Leasehold improvements 248 253 Less: accumulated depreciation and amortization (3,949 ) (4,447 ) Total net book value 5,204 5,142 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INVESTMENTS | |
Schedule of long-term investments | The Company’s long-term investments are consisted of the follows (RMB in millions): 2022 2023 Debt investments 18,128 17,625 Equity investments 32,049 31,717 50,177 49,342 |
Summary of available-for sale investments by major security type | Available-for-sale The following table summarizes the Company’s available-for-sale 2022 2023 Cost 3,792 4,030 Gross Unrealized Gains, including foreign exchange adjustment 352 143 Gross Unrealized Losses, including foreign exchange adjustment (1,543 ) (2,078 ) Fair Value 2,601 2,095 |
Schedule of equity securities with readily determinable fair values | The following table summarizes the Company’s equity securities with readily determinable fair values (RMB in millions): 2022 2023 Cost 5,517 5,486 Gross Unrealized Gains, including foreign exchange adjustment 6,958 5,706 Gross Unrealized Losses, including foreign exchange adjustment (541 ) (1,202 ) Fair Value 11,934 9,990 |
Schedule of financial information of investees | The Company summarizes the condensed financial information of the Company’s equity method investments as a group below in compliance with Rule 4-08 S-X 2021 2022 2023 equity investments equity investments equity investments Operating data: Revenue 20,482 23,159 30,885 Gross profit 9,490 10,911 17,698 Income/(loss) from operations 430 (1,377 ) 2,557 Net income/(loss) 392 (3,129 ) 888 Net (loss)/income attributable to equity method investments (31 ) (788 ) 983 Add: Equity dilution impact 127 202 89 Equity in income/(loss) of affiliates 96 (586 ) 1,072 2021 2022 2023 equity equity equity Balance sheet data: Current assets 51,437 48,132 67,149 Long-term assets 51,233 54,308 55,097 Current liabilities 36,344 35,589 54,235 Long-term liabilities 21,708 21,862 19,721 Non-controlling 178 217 238 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENT | |
Schedule of fair value assets measured on recurring basis | Assets measured at fair value on a recurring basis are summarized below (in millions): Fair Value Measurement at December 31, 2022 Using Fair Value at December 31, 2022 Level 1 Level 2 Level 3 RMB RMB RMB RMB Assets Financial products (Note 2, 7) — 15,893 — 15,893 Time deposits (Note 2, 7) — 25,166 — 25,166 Derivative instruments (Note 2) — 70 48 118 Listed equity securities (Note 7) 11,934 — — 11,934 Available-for-sale — — 2,601 2,601 Total Assets 11,934 41,129 2,649 55,712 Liabilities Exchangeable senior notes (Note 12) — 4,204 — 4,204 Derivative instruments (Note 2): — 84 — 84 Total Liabilities — 4,288 — 4,288 Fair Value Measurement at December 31, 2023 Using Level 1 Level 2 Level 3 Fair Value at December 31, 2023 RMB RMB RMB RMB US$ Assets Financial products (Note 2, 7) — 9,658 — 9,658 1,360 Time deposits (Note 2, 7) — 23,558 — 23,558 3,318 Derivative instruments (Note 2) — 101 60 161 23 Listed equity securities (Note 7) 9,990 — — 9,990 1,407 Available-for-sale — — 2,095 2,095 295 Total Assets 9,990 33,317 2,155 45,462 6,403 Liabilities Exchangeable senior notes (Note 12) — 3,696 — 3,696 521 Derivative instruments (Note 2) — 61 — 61 9 Total Liabilities — 3,757 — 3,757 530 |
Schedule of roll forward of major Level 3 Investments | The roll forward of major Level 3 Investments are as follows (RMB in millions): Total Fair value of Level 3 Investments as at December 31, 2021 3,354 New addition 86 Disposal of investments (28 ) Effect of exchange rate change 152 Expected credit losses (906 ) The change in fair value of the investments (57 ) Fair value of Level 3 Investments as at December 31, 2022 2,601 Transfer into Level 3 183 New addition 55 Effect of exchange rate change 57 Expected credit losses (115 ) The change (686 ) Fair value of Level 3 Investments as at December 31, 2023 2,095 |
Schedule of significant unobservable inputs adopted in the valuation | The significant unobservable inputs adopted in the valuation as of December 31, 2023 are as follows: Unobservable Input 2022 2023 Revenue growth rate 2.5%-100% -61.2%-31% Weighted average cost of capital 13.5%-21% 13.0%-21% Lack of marketability discount 15%-30% 10%-20.5% Expected volatility 41%-68.05% 33%-66.70% Probability Liquidation scenario: 30%-100% Redemption scenario: 10%-45% Conversion scenario: 0%~40% Liquidation scenario: 5%-95% Redemption scenario: 0%-30% Conversion scenario: 5%~95% |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
GOODWILL | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2023 were as follows (RMB in millions): 2022 2023 Balance at beginning of year 59,353 59,337 Disposals and immaterial others (16 ) 35 Balance at end of year 59,337 59,372 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INTANGIBLE ASSETS | |
Schedule of intangible assets | Intangible assets were as follows (RMB in millions): 2022 2023 Intangible assets to be amortized Business Relationship (Representing the relationship with the travel service providers and other business partners) 1,872 1,878 Technology 610 610 Others 799 796 Intangible assets not subject to amortization Trade mark 11,776 11,773 Others 161 159 15,218 15,216 Less: accumulated amortization Intangible assets to be amortized Business Relationship (1,485 ) (1,617 ) Technology (610 ) (610 ) Others (381 ) (425 ) (2,476 ) (2,652 ) Net book value Intangible assets to be amortized Business Relationship 387 261 Technology — — Others 418 371 Intangible assets not subject to amortization Trade mark 11,776 11,773 Others 161 159 12,742 12,564 |
Schedule of useful lives of finite-lived intangible assets | Business Relationship 5-10 years Technology 5-10 years Others 3-15 years |
Schedule of future estimated amortization expense finite-lived intangible assets | Amortization 2024 182 2025 156 2026 53 2027 53 2028 35 479 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Supplemental cash flow information of lease | Supplemental cash flow information related to leases were as follows (RMB in millions): 2022 2023 Cash paid for the rentals included in the lease liabilities 436 309 Right-of-use 520 149 |
Schedule of supplemental consolidated balance sheet information | 2022 2023 Right-of-use 819 641 Current lease liabilities included within Other payables and accruals (Note 16) 274 140 Long-term lease liabilities 534 477 Total lease liabilities 808 617 Weighted average remaining lease term 5 years 6 years Weighted average discount rate 4.4 % 4.6 % |
Schedule of maturities of lease liabilities | Maturities of lease liabilities are as follows (RMB in millions): As of December 31,2023 2024 212 2025 136 2026 95 2027 44 2028 58 Thereafter 152 Total operating lease payments 697 Less: imputed interest (80 ) Total 617 |
SHORT-TERM DEBT AND CURRENT P_2
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT | |
Summary of short-term debt | 2022 2023 RMB (in millions) Short-term bank borrowings and current portion of long-term loan (Note 17) 28,398 21,197 Exchangeable Senior Notes 4,204 3,696 Securitization debt 72 964 Total 32,674 25,857 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS AND BALANCES | |
Schedule of related party transactions | Significant related party transactions were as follows (RMB in millions): 2022 2023 Commissions/service fee from Tongcheng 148 253 Commissions from H World (a) 55 248 Commissions from BTG (a) 38 129 Service fee from Shangcheng (b) 172 200 Commissions/service fee to Tongcheng 21 51 Loans provided to Lvyue (d) 224 20 Repayment of loan from Lvyue (d) 100 89 (a) Tongcheng Travel (an equity method investee of the Company), H World (which has a director in common with the Company and a director who is a family member of one of the Company’s officers) and BTG (an equity method investee of the Company), have entered into agreements with the Company, respectively, to provide hotel rooms for its end users. The transactions above represent the commissions earned from these related parties. The Company also provides technology service to Tongcheng Travel and earns a service fee. (b) The Company provided Shangcheng, an equity method investee of the Company, the access to the platform of the Company for Shangcheng to provide financial services to the Company’s users. In exchange, the Company receives technology service fees from Shangcheng. In 2022 and 2023, the total technology service fees from Shangcheng amounted to RMB (c) The Company entered into agreements with Tongcheng Travel, under which Tongcheng Travel uses its platform to promote the hotel rooms provided by the Company’s travel suppliers. In addition, the Company and Tongcheng Travel also provide marketing and other services to each other and earn service fee. (d) In 2022 and 2023 million and RMB20 million to Lvyue (an equity method investee of the Company), with repayment terms of months. In 2022 and 2023, Lvyue repaid RMB million of the loan and interest to the Company, respectively. For the years ended December 31, 2022 and 2023, the total interest income from Lvyue amounted to RMB |
Schedule of significant balances with related parties | Significant balances with related parties were as follows (RMB in millions): 2022 2023 Due from related parties, curren Trade related Due from Tongcheng Travel 1,253 2,268 Due from others 265 404 Non-trade Due from Related Lvyue 178 115 Due from Related Tujia 52 55 1,748 2,842 Due from related parties non-current: Non-trade Due from others 25 25 25 25 Due to related parties Trade related Due to Tongcheng Travel 25 27 Due to others 131 276 156 303 |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of income/(loss) from domestic and foreign components before income tax expenses | Income/(loss) from domestic and foreign components before income tax expenses and equity in (loss)/income of affiliates (RMB in millions): 2021 2022 2023 Domestic 2,615 3,501 13,368 Foreign (3,086 ) (866 ) (2,688 ) Total (471 ) 2,635 10,680 |
Schedule of composition of income tax expense | The current and deferred portion of income tax expense were as follows (RMB in millions): 2021 2022 2023 Current income tax expense 607 387 2,511 Deferred tax (benefit)/expense (337 ) 295 (761 ) Income tax expense 270 682 1,750 |
Schedule of reconciliation of the differences between statutory tax rate and the effective tax rate | The reconciliation between 25% which is the PRC statutory tax rate and the Company’s effective tax rate were as follows: 2021 2022 2023 Statutory tax rate 25 % 25 % 25 % Non-deductible non-taxable — Share-based compensation expenses (89 %) 6 % 2 % — Change in fair value of equity securities investments and exchangeable senior notes (21 %) (22 %) 3 % — Others 1 % (2 %) (2 % R&D expense super deduction 65 % (16 %) (6 % Effect of preferential tax treatments inside mainland China 75 % (7 %) (10 % Difference in tax rates of subsidiaries outside mainland China (37 %) 19 % 1 % Changes in valuation allowance (76 %) 23 % (5 % Withholding tax on the earnings distributed and anticipated to be remitted — — 8 % Effective EIT rate (57 %) 26 % 16 % |
Schedule of effect of preferential tax treatments | The following table sets forth the effect of preferential tax treatments on China operations: 2021 2022 2023 RMB (in millions, except per share data) Preferential tax treatments effect 359 183 826 Basic net income per ADS effect 0.57 0.28 1.27 Diluted net income per ADS effect 0.57 0.28 1.23 |
Schedule of significant components of deferred tax assets and liabilities | Significant components of deferred tax assets and liabilities were as follows (RMB in millions): 2022 2023 Deferred tax assets Accrued expenses 893 1,044 Loss carry forwards 1,646 1,406 Accrued liability for rewards programs 56 177 Accrued staff related expenses 42 395 Others 200 476 Less: Valuation allowance of deferred tax assets (1,513 ) (922 ) 1,324 2,576 Deferred tax liabilities: Recognition of intangible assets arise from business combinations and unrealized holding gain (3,487 ) (3,350 ) Withholding tax on undistributed earnings — (475 ) Net deferred tax liabilities (2,163 ) (1,249 ) |
Schedule of movement of valuation allowances | Movement of valuation allowances were as follows (RMB in millions): 2021 2022 2023 Balance at beginning of year 589 892 1,513 Changes in current year 303 621 (591 ) Balance at end of year 892 1,513 922 |
Subsidiaries | |
Schedule of reconciliation of the differences between statutory tax rate and the effective tax rate | The impacts on effective tax rates from the Company’s subsidiaries with different tax rates of subsidiaries outside mainland China and preferential tax treatments are as follows: 2021 2022 2023 Ctrip Computer Technology 15% 31.9 % (2.7 %) (3.1 % Ctrip Travel Information 15% (4.1 %) 0.2 % (0.1 % Ctrip Travel Network 15% 16.0 % (2.7 %) (3.2 % Chengdu Information 15% 7.3 % (0.8 %) (0.8 % Beijing Hujinxinrong Technology Co., Ltd 15% 14.3 % (2.2 %) (0.7 % The Company and its subsidiaries in Hong Kong, Singapore, UK and Cayman 0%-23.5% (38.8 %) 19.6 % 1.4 % Qunar and subsidiaries 15% 6.6 % (0.2 %) (1.6 % Others various 4.8 % 0.8 % (0.9 % Total 38.0 % 12.0 % (9.0 % |
OTHER PAYABLES AND ACCRUALS (Ta
OTHER PAYABLES AND ACCRUALS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
OTHER PAYABLES AND ACCRUALS | |
Schedule of other payables and accruals | Components of other payables and accruals were as follows (RMB in millions): 2022 2023 Accrued operating expenses 5,235 5,617 Deposits received from travel suppliers and packaged tours users 942 1,119 Payable related to acquisition and investments 294 — Current lease liabilities (Note 11) 274 140 Interest payable 43 143 Others 625 963 Total 7,413 7,982 |
LONG-TERM DEBTS (Tables)
LONG-TERM DEBTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEBT | |
Schedule of convertible senior notes | 2022 2023 RMB (in millions) Long-term loans 13,144 19,061 2025 Notes 33 34 Securitization debt — 4 Total 13,177 19,099 |
Schedule of long-term loans | As of December 31, 2023, the long-term loans will be due according to the following schedule: As of December 31, 2023 RMB (in millions) 2024 3,451 2025 10,612 2026 8,436 2027 — 2028 — Thereafter 13 Total 22,512 |
(LOSSES)_EARNINGS PER SHARE (Ta
(LOSSES)/EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
EARNINGS/(LOSS) PER SHARE | |
Schedule of basic (losses)/earnings per share and diluted (losses)/earnings per share | Basic (losses)/earnings per share and diluted (losses)/earnings per share were calculated as follows (RMB in millions, except for share and per share data): 2021 2022 2023 Numerator: Net (loss)/income attributable to Trip.com Group Limited (550 ) 1,403 9,918 Eliminate the dilutive effect of interest expense of convertible notes — — 1 Numerator for diluted earnings per share (550 ) 1,403 9,919 Denominator: Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding 634,109,233 648,380,590 652,859,211 Dilutive effect of convertible notes — — 89,065 Dilutive effect of share options and RSUs — 8,712,236 18,113,964 Denominator for diluted earnings per ordinary share 634,109,233 657,092,826 671,062,240 Basic (losses)/earnings per ordinary share (0.87 ) 2.17 15.19 Diluted (losses)/earnings per ordinary share (0.87 ) 2.14 14.78 Basic (losses)/earnings per ADS (0.87 ) 2.17 15.19 Diluted (losses)/earnings per ADS (0.87 ) 2.14 14.78 |
Schedule of weighted average number of ordinary shares excluded from computation of diluted earnings /(loss) per share | Such weighted average numbers of ordinary shares outstanding are as following: 2021 2022 2023 Convertible Notes 1,245,966 906,820 — Outstanding weighted average stock options and RSUs 6,756,940 18,155,730 4,583,793 8,002,906 19,062,550 4,583,793 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segments, Geographical Areas [Abstract] | |
Schedule of revenue from external customers by geographic areas | The following table presents revenue by geographic area, the Greater China and all other countries, based on the geographic location of its Online Channels for the year ended December 31, 2021, 2022 and 2023. No revenue result from an individual country other than the Greater China accounted for more than 10% of revenue for the presented years. 2021 2022 2023 RMB (in millions) Total Revenue The Greater China 18,423 16,326 38,668 Others 1,606 3,729 5,894 20,029 20,055 44,562 |
PRINCIPAL ACCOUNTING POLICIES -
PRINCIPAL ACCOUNTING POLICIES - Basis of Presentation (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 18, 2021 | |
Ordinary shares, par value (in dollars per share) | $ 0.00125 | $ 0.00125 | $ 0.00125 | $ 0.01 |
Common Stock, Conversion Basis | ordinary share will be adjusted from eight (8) ADSs representing one (1) ordinary share to one (1) ADS representing one (1) ordinary share (the “ADS Ratio Change”). | |||
Share Subdivision | ||||
Ordinary shares, par value (in dollars per share) | $ 0.00125 |
PRINCIPAL ACCOUNTING POLICIES_3
PRINCIPAL ACCOUNTING POLICIES - Key agreements with the VIEs (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Financial information of the group's VIEs | |
Loan agreement initial term | 10 years |
Loan agreement renewable term | 10 years |
Shareholders of our consolidated affiliated Chinese entities, except for Qunar Beijing | Amended and restated exclusive option agreements | |
Financial information of the group's VIEs | |
Term of exclusive option agreements | 10 years |
Term of automatic renewal of exclusive option agreements | 10 years |
Ctrip Computer Technology, Ctrip Travel Network and Ctrip Travel Information | Amended and Restated Technical Consulting and Services Agreement | |
Financial information of the group's VIEs | |
Term of technical consulting and services agreements | 10 years |
Term of automatic renewal of technical consulting and services agreements | 10 years |
Written notice period required to be served for the termination of agreements | 30 days |
Qunar Software | Loan Agreements | |
Financial information of the group's VIEs | |
Notice period for termination of agreement | 15 days |
Qunar and Qunar Software | Equity option agreement | |
Financial information of the group's VIEs | |
Written notice period for termination of agreement | 30 days |
PRINCIPAL ACCOUNTING POLICIES_4
PRINCIPAL ACCOUNTING POLICIES - Major VIEs and their subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2023 CNY (¥) ¥ / item | |
Major variable interest entities and their subsidiaries | |
Description of foreign investment law approval | In March 2019, the draft Foreign Investment Law was submitted to the National People’s Congress for review and was approved on March 15, 2019, which came into effect from January 1, 2020. |
Shanghai Ctrip Commerce | One employee | |
Major variable interest entities and their subsidiaries | |
Number of officers | 1 |
Shanghai Ctrip Commerce | One senior consultant | |
Major variable interest entities and their subsidiaries | |
Number of officers | 1 |
Shanghai Ctrip Commerce | One employee and one senior consultant | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100% |
Registered capital of VIE | ¥ | ¥ 900,000,000 |
Shanghai Huacheng | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100% |
Registered capital of VIE | ¥ | ¥ 100,000,000 |
Chengdu Ctrip | One employee | |
Major variable interest entities and their subsidiaries | |
Number of officers | 1 |
Chengdu Ctrip | One senior consultant | |
Major variable interest entities and their subsidiaries | |
Number of officers | 1 |
Chengdu Ctrip | One employee and one senior consultant | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100% |
Registered capital of VIE | ¥ | ¥ 500,000,000 |
Qunar Beijing | Two employees | |
Major variable interest entities and their subsidiaries | |
Number of officers | 2 |
Shareholding percentage of VIE | 100% |
Registered capital of VIE | ¥ | ¥ 11,000,000 |
PRINCIPAL ACCOUNTING POLICIES_5
PRINCIPAL ACCOUNTING POLICIES - Summary financial information of the VIEs (Details) ¥ in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Financial information of the group's VIEs | |||||
Cash and cash equivalents | ¥ 41,592 | ¥ 17,000 | ¥ 19,800 | $ 5,858 | |
Short-term investments | 17,748 | 25,545 | 2,500 | ||
Accounts receivable, net | 11,410 | 5,486 | 1,607 | ||
Prepayments and other current assets | 12,749 | 10,169 | 1,797 | ||
Total assets | 219,137 | 191,691 | 30,865 | ||
Short-term debt | 3,400 | ||||
Accounts payable | 16,459 | 7,569 | 2,318 | ||
Advance from customers | 13,380 | 8,278 | 1,885 | ||
Other payables and accruals | 7,982 | 7,413 | 1,125 | ||
Total liabilities | ¥ 96,131 | ¥ 78,672 | $ 13,540 | ||
Other Liability, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | ||
Cost of revenues | ¥ 8,121 | $ 1,144 | ¥ 4,513 | 4,598 | |
Net loss | 10,002 | 1,409 | 1,367 | (645) | |
Net cash provided by/(used in) operating activities | 22,004 | 3,098 | 2,641 | 2,475 | |
Net cash provided by investing activities | 5,919 | 835 | 1,136 | (4,148) | |
Net cash used in financing activities | (2,547) | $ (360) | (6,717) | 3,919 | |
Variable interest entities | |||||
Financial information of the group's VIEs | |||||
Amount of registered capital and PRC statutory reserves of VIEs | 2,000 | ||||
Cash and cash equivalents | 2,825 | 2,891 | |||
Restricted Cash | 533 | 449 | |||
Short-term investments | 197 | 2,643 | |||
Accounts receivable, net | 1,363 | 606 | |||
Prepayments and other current assets | 2,076 | 2,375 | |||
Investments (non-current) | 2,998 | 2,121 | |||
Total assets | 18,085 | 17,480 | |||
Less: Inter-company receivables (Note i) | ¥ (6,699) | ¥ (4,852) | |||
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | ||
Total assets excluding inter-company receivables | ¥ 11,386 | ¥ 12,628 | |||
Short-term debt | 3,245 | 5,215 | |||
Accounts payable | 2,964 | 1,497 | |||
Advance from customers | 1,637 | 1,212 | |||
Other payables and accruals | 2,162 | 2,095 | |||
Total liabilities | 16,571 | 15,558 | |||
Less: Inter-company payables | (5,934) | (5,150) | |||
Total liabilities excluding inter-company payables | 10,637 | 10,408 | |||
Net revenues | 10,050 | 4,335 | 6,035 | ||
Cost of revenues | 5,118 | 2,292 | 2,557 | ||
Net loss | (945) | (495) | (119) | ||
Net income before the deduction of inter-company consulting fee charges | 3,300 | 1,200 | 1,500 | ||
Net cash provided by/(used in) operating activities | 1,092 | (1,677) | 1,271 | ||
Net cash provided by investing activities | 109 | 4,317 | 618 | ||
Net cash used in financing activities | (1,182) | (6,957) | (1,566) | ||
Service fees paid by VIEs | ¥ 4,300 | ¥ 1,700 | ¥ 1,700 | ||
Variable interest entities | Revenue | Revenue from Rights Concentration Risk | |||||
Financial information of the group's VIEs | |||||
Revenues as a percent of total | 23% | 23% | 22% | 30% |
PRINCIPAL ACCOUNTING POLICIES_6
PRINCIPAL ACCOUNTING POLICIES - Foreign currencies (Details) | Dec. 29, 2023 |
RMB/USD exchange rate used in translation | 0.1408 |
PRINCIPAL ACCOUNTING POLICIES_7
PRINCIPAL ACCOUNTING POLICIES - Installment credit and Nonrecourse securitization debt (Details) - CNY (¥) ¥ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
PRINCIPAL ACCOUNTING POLICIES | ||
Collateralized receivable related to financial services | ¥ 1,100 | ¥ 100 |
Non-collateralized receivable related to financial services | 3,100 | 3,500 |
Financing receivables, allowance for credit losses | ¥ 200 | ¥ 196 |
PRINCIPAL ACCOUNTING POLICIES_8
PRINCIPAL ACCOUNTING POLICIES - Land use rights (Details) | Dec. 31, 2023 |
Minimum | |
Useful life | 3 years |
Maximum | |
Useful life | 15 years |
Land use rights | Minimum | |
Useful life | 40 years |
Land use rights | Maximum | |
Useful life | 50 years |
PRINCIPAL ACCOUNTING POLICIES_9
PRINCIPAL ACCOUNTING POLICIES - Property, equipment and software (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Buildings | Minimum | |
Property, equipment and software | |
Estimated useful life | 30 years |
Buildings | Maximum | |
Property, equipment and software | |
Estimated useful life | 40 years |
Leasehold improvements | |
Property, equipment and software | |
Estimated useful life | Lesser of the term of the lease or the estimated useful lives of the assets |
Website-related equipment | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Website-related equipment | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
Computer equipment | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Computer equipment | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
Software | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Software | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
PRINCIPAL ACCOUNTING POLICIE_10
PRINCIPAL ACCOUNTING POLICIES - Acquisitions (Details) - Others - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business combination disclosures | |||
Purchase consideration | ¥ 3.5 | ¥ 8 | ¥ 1.8 |
Purchase price allocation | |||
Identifiable intangible assets | ¥ 2.6 | ¥ 10 | ¥ 0.5 |
PRINCIPAL ACCOUNTING POLICIE_11
PRINCIPAL ACCOUNTING POLICIES - Revenue recognition (Details) - Services | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
PRINCIPAL ACCOUNTING POLICIES | |||
Percentage of packaged-tour product and services revenues recognized at net basis | 90% | 90% | 90% |
Concentration Of Risk Number Of Other Services | 0 | 0 | 0 |
Percentage of transportation ticketing services revenue | 90% | 90% | 90% |
PRINCIPAL ACCOUNTING POLICIE_12
PRINCIPAL ACCOUNTING POLICIES - Goodwill and other intangible assets (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets | |||
Impairment of goodwill | ¥ 0 | ¥ 0 | ¥ 0 |
Minimum | |||
Intangible assets | |||
Intangible asset useful life | 3 years | ||
Maximum | |||
Intangible assets | |||
Intangible asset useful life | 15 years | ||
Goodwill and other intangible assets | |||
Intangible assets | |||
Impairment on other intangible assets | ¥ 0 | ¥ 0 | ¥ 0 |
PRINCIPAL ACCOUNTING POLICIE_13
PRINCIPAL ACCOUNTING POLICIES - Allowance for doubtful accounts (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Allowance for expected credit losses | ||||
Allowance at beginning of year | ¥ 770 | ¥ 815 | ¥ 799 | |
Deconsolidation of subsidiaries | (1) | |||
Provisions for credit losses | 79 | $ 11 | 296 | 141 |
Write-offs | (353) | (341) | (124) | |
Allowance at end of year | ¥ 496 | ¥ 770 | ¥ 815 |
PRINCIPAL ACCOUNTING POLICIE_14
PRINCIPAL ACCOUNTING POLICIES - Sales and marketing (Details) - CNY (¥) ¥ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sales and marketing | |||
Advertising expenses | ¥ 5.3 | ¥ 2.1 | ¥ 2.4 |
PRINCIPAL ACCOUNTING POLICIE_15
PRINCIPAL ACCOUNTING POLICIES - Share incentive plans (Details) | 12 Months Ended | ||||
Mar. 18, 2021 | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Share-based compensation disclosures | |||||
Number of options granted under share incentive plan | 12,332,490 | 17,311,708 | 15,404,097 | ||
Number of option outstanding under share incentive plans (in shares) | 84,592,976 | 77,474,702 | 66,081,119 | 57,583,856 | |
Share subdivision ratio | 8 | ||||
Share based payment award number of common stock issuable on vesting of outstanding stock option ratio | 1 | ||||
Share based payment award number of common stock issuable on vesting of outstanding restricted stock ratio | 1 | ||||
Share based payment award stock options subdivision conversion ratio | 8 | ||||
Share Based Payment Award Restricted Stock Shares Subdivision Conversion Ratio | 8 | ||||
Before Share Subdivision | |||||
Share-based compensation disclosures | |||||
Ratio of ADSs to ordinary shares | 1 | ||||
Restricted stock units (RSUs) | Employees | |||||
Share-based compensation disclosures | |||||
Requisite service period | 4 years | 4 years | 4 years | ||
Ctrip 2007 Incentive Plan | Stock options | Employees | After Share Subdivision | |||||
Share-based compensation disclosures | |||||
Number of option outstanding under share incentive plans (in shares) | 13,150,932 | 14,256,667 | |||
Ctrip 2007 Incentive Plan | Restricted stock units (RSUs) | Employees | After Share Subdivision | |||||
Share-based compensation disclosures | |||||
Restricted stock units outstanding (in shares) | 0 | 0 | |||
Global Incentive Plan | Stock options | Employees | After Share Subdivision | |||||
Share-based compensation disclosures | |||||
Number of options granted under share incentive plan | 12,332,490 | 17,311,708 | 15,404,097 | ||
Number of option outstanding under share incentive plans (in shares) | 71,442,044 | 63,218,035 | |||
Global Incentive Plan | Restricted stock units (RSUs) | Employees | After Share Subdivision | |||||
Share-based compensation disclosures | |||||
Number of options granted under share incentive plan | 0 | 255,000 | 255,004 | ||
Restricted stock units outstanding (in shares) | 553,688 | 751,506 |
PRINCIPAL ACCOUNTING POLICIE_16
PRINCIPAL ACCOUNTING POLICIES - Option activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||||
Outstanding, beginning | 77,474,702 | 66,081,119 | 57,583,856 | |
Granted | 12,332,490 | 17,311,708 | 15,404,097 | |
Exercised | (4,590,690) | (4,493,648) | (5,106,035) | |
Forfeited | (623,526) | (1,424,477) | (1,800,799) | |
Outstanding, ending | 84,592,976 | 77,474,702 | 66,081,119 | 57,583,856 |
Vested and expect to vest, ending | 81,777,561 | |||
Exercisable, ending | 49,400,288 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning (in dollars per share) | $ 22.26 | $ 23.02 | $ 22.55 | |
Granted (in dollars per share) | 18.82 | 14.15 | 18.46 | |
Exercised (in dollars per share) | 12.18 | 5.7 | 9.32 | |
Forfeited (in dollars per share) | 12.57 | 10.8 | 7.9 | |
Outstanding, ending (in dollars per share) | 22.38 | $ 22.26 | $ 23.02 | $ 22.55 |
Vested and expect to vest, ending (in dollars per share) | 22.53 | |||
Exercisable, ending (in dollars per share) | $ 25.44 | |||
Weighted Average Remaining Contractual Life (Years) | ||||
Outstanding | 4 years 8 months 12 days | 5 years 3 days | 5 years 5 months 1 day | 5 years 1 month 28 days |
Vested and expect to vest at the end of the period | 4 years 7 months 24 days | |||
Exercisable at the end of the period | 3 years 8 months 4 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 1,195 | $ 995 | $ 398 | $ 704 |
Vested and expect to vest | 1,144 | |||
Exercisable | $ 564 | |||
Assumptions | ||||
Pre-vesting forfeiture rate assumptions (as a percent) | 8% | |||
Total intrinsic value of options exercised | $ 114 | $ 90 | $ 128 |
PRINCIPAL ACCOUNTING POLICIE_17
PRINCIPAL ACCOUNTING POLICIES - Exercisable options price range (Details) $ / shares in Units, ¥ in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 $ / shares | |
Other disclosures | ||||||
Unrecognized compensation cost | $ | $ 396 | |||||
Weighted average recognized period | 2 years 3 months 18 days | 2 years 3 months 18 days | ||||
Proceeds from exercise of share options | ¥ 399 | $ 56 | ¥ 179 | ¥ 307 | ||
After Share Subdivision | ||||||
Other disclosures | ||||||
Weighted average fair value of options granted (in dollars per share) | $ / shares | $ 25.61 | $ 10.14 | $ 19.94 |
PRINCIPAL ACCOUNTING POLICIE_18
PRINCIPAL ACCOUNTING POLICIES - Options fair value assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation disclosures | |||
Risk-free interest rate, minimum (as a percent) | 3.60% | 1.55% | 0.21% |
Risk-free interest rate, maximum (as a percent) | 4.72% | 4.45% | 1.18% |
Expected dividend yield (as a percent) | 0% | 0% | 0% |
Volatility, minimum (as a percent) | 48% | 41% | 39% |
Volatility, maximum (as a percent) | 49% | 49% | 43% |
Minimum | |||
Share-based compensation disclosures | |||
Expected life (years) | 4 years | 4 years | 4 years |
The weighted average fair value of options at grant date per share | $ 16.08 | $ 7.44 | $ 8.61 |
Maximum | |||
Share-based compensation disclosures | |||
Expected life (years) | 5 years | 5 years | 5 years |
The weighted average fair value of options at grant date per share | $ 36.51 | $ 24.58 | $ 39.17 |
PRINCIPAL ACCOUNTING POLICIE_19
PRINCIPAL ACCOUNTING POLICIES - RSUs activities (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average grant date fair value | |||
Unrecognized compensation cost | $ 396 | ||
Weighted average vesting period | 2 years 3 months 18 days | ||
Restricted stock units (RSUs) | |||
Number of Shares | |||
Unvested at beginning year (in shares) | 751,506 | 869,620 | 934,512 |
Granted (in shares) | 255,000 | 255,004 | |
Vested (in shares) | (197,250) | (243,625) | (215,484) |
Forfeited (in shares) | (568) | (129,489) | (104,412) |
Unvested at end of year (in shares) | 553,688 | 751,506 | 869,620 |
Weighted average grant date fair value | |||
Unvested at beginning of year (in dollars per share) | $ 28.59 | $ 32.65 | $ 33.79 |
Granted (in dollars per share) | 24.67 | 31.35 | |
Vested (in dollars per share) | 30.51 | 36.15 | 37.26 |
Forfeited (in dollars per share) | 29.03 | 33.92 | 30.12 |
Unvested at end of year (in dollars per share) | $ 27.9 | $ 28.59 | $ 32.65 |
Unrecognized compensation cost | $ 7 | ||
Weighted average vesting period | 1 year 1 month 6 days |
PRINCIPAL ACCOUNTING POLICIE_20
PRINCIPAL ACCOUNTING POLICIES - Other income/ (expense) (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Other income/ (expense) | ||||
Government grants | ¥ 608 | ¥ 618 | ¥ 550 | |
Gain on disposal of long-term investments (Note 7) | 11 | $ 1 | 23 | 63 |
Foreign exchange gains/(losses) | 29 | (69) | 1 | |
Gain from the fair value remeasurement upon the discontinuance of the equity method of the investments | 1,135 | |||
Dividend from long-term investments | 177 | 53 | ||
Impairments of long-term investments | (115) | (16) | (949) | (96) |
Fair value changes of equity securities investments and Exchangeable Senior Notes | (1,507) | 1,338 | (170) | |
Others | 130 | (134) | 25 | |
Total | ¥ (667) | $ (94) | ¥ 2,015 | ¥ 373 |
PRINCIPAL ACCOUNTING POLICIE_21
PRINCIPAL ACCOUNTING POLICIES - Other income/ (expense) (Details) (Parenthetical) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other income/(expenses) [Line items] | |||
Gain from the fair value remeasurement upon the discontinuance of the equity method of the investments | ¥ 1,135 | ||
Available-for-sale debt investments impairment charges | ¥ 115 | 906 | ¥ 0 |
Tujia and Tujia Offline | Redeemable Preferred Stock | |||
Other income/(expenses) [Line items] | |||
Available-for-sale debt investments impairment charges | ¥ (115) | ¥ (906) |
PRINCIPAL ACCOUNTING POLICIE_22
PRINCIPAL ACCOUNTING POLICIES - Statutory reserves (Details) - China | 12 Months Ended |
Dec. 31, 2023 | |
Statutory reserves disclosures | |
Portion of after-tax profit to be allocated to general reserve under PRC law (as a percent) | 10% |
Maximum percentage of statutory general reserve related to entity's registered capital | 50% |
PRINCIPAL ACCOUNTING POLICIE_23
PRINCIPAL ACCOUNTING POLICIES - Dividends (Details) - CNY (¥) ¥ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
PRINCIPAL ACCOUNTING POLICIES | |||
Restricted net assets of company's PRC subsidiaries and VIEs not distributable in form of dividends to parent | ¥ 7.6 | ||
Accumulated profit of subsidiaries in PRC distributable in form of dividends to parent | 32.8 | ¥ 32 | ¥ 28.4 |
Dividends declared and paid | ¥ 0 | ¥ 0 | ¥ 0 |
PRINCIPAL ACCOUNTING POLICIE_24
PRINCIPAL ACCOUNTING POLICIES - (Losses) /earnings per share (Details) | Mar. 18, 2021 |
Treasury stock disclosures | |
Share subdivision ratio | 8 |
After Share Subdivision | |
Treasury stock disclosures | |
Ratio of ADSs to ordinary shares | 8 |
Before Share Subdivision | |
Treasury stock disclosures | |
Ratio of ADSs to ordinary shares | 1 |
PRINCIPAL ACCOUNTING POLICIE_25
PRINCIPAL ACCOUNTING POLICIES - Treasury stock (Details) - American Depositary Shares [Member] shares in Millions, $ in Millions | Dec. 31, 2023 USD ($) shares |
Equity, Class of Treasury Stock [Line Items] | |
Treasury stock | $ | $ 224 |
Total gross consideration | shares | 6.8 |
PRINCIPAL ACCOUNTING POLICIE_26
PRINCIPAL ACCOUNTING POLICIES - Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2023 SEGMENT | |
Segment reporting disclosures | |
Number of reportable segments | 1 |
PREPAYMENTS AND OTHER CURRENT_3
PREPAYMENTS AND OTHER CURRENT ASSETS (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
PREPAYMENTS AND OTHER CURRENT ASSETS | |||
Prepayments and other deposits | ¥ 6,919 | ¥ 5,019 | |
Receivable related to financial services (Note 2) | 4,193 | 3,403 | |
Interest receivables | 514 | 759 | |
Prepaid expenses | 168 | 240 | |
Others | 955 | 748 | |
Total | ¥ 12,749 | $ 1,797 | ¥ 10,169 |
LONG-TERM PREPAYMENTS AND OTH_3
LONG-TERM PREPAYMENTS AND OTHER ASSETS (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
LONG-TERM DEPOSITS AND PREPAYMENTS | |||
Deposits paid to airline suppliers | ¥ 215 | ¥ 239 | |
Deposit paid to lessor | 50 | 58 | |
Deposits paid to hotel suppliers | 117 | 30 | |
Deposits paid to advertising suppliers | 42 | 21 | |
Others deposit | 46 | 37 | |
Long-term derivative assets | 39 | 58 | |
Prepayment for acquisition of property and equipment | 76 | 33 | |
Others | 78 | 69 | |
Total | ¥ 663 | $ 93 | ¥ 545 |
LAND USE RIGHTS (Details)
LAND USE RIGHTS (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | |||
Intangible assets | |||
Useful life | 3 years | ||
Maximum | |||
Intangible assets | |||
Useful life | 15 years | ||
Land use rights | |||
Intangible assets | |||
Amortization expense | ¥ 3 | ¥ 3 | ¥ 3 |
Net book value | ¥ 80 | ¥ 83 | |
Land use rights | Minimum | |||
Intangible assets | |||
Useful life | 40 years | ||
Land use rights | Maximum | |||
Intangible assets | |||
Useful life | 50 years |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE (Details) ¥ in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Property, equipment and software | |||||
Less: accumulated depreciation and amortization | ¥ (4,447) | ¥ (3,949) | |||
Total net book value | 5,142 | 5,204 | $ 724 | ||
Depreciation | 627 | $ 88 | 632 | ¥ 723 | |
Buildings | |||||
Property, equipment and software | |||||
Original value | 5,409 | 5,409 | |||
Website-related equipment | |||||
Property, equipment and software | |||||
Original value | 2,075 | 1,802 | |||
Computer equipment | |||||
Property, equipment and software | |||||
Original value | 796 | 810 | |||
Software | |||||
Property, equipment and software | |||||
Original value | 755 | 668 | |||
Furniture and fixtures | |||||
Property, equipment and software | |||||
Original value | 301 | 216 | |||
Leasehold improvements | |||||
Property, equipment and software | |||||
Original value | ¥ 253 | ¥ 248 |
INVESTMENTS - (Details)
INVESTMENTS - (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
INVESTMENTS | |||
Debt investments | ¥ 17,625 | ¥ 18,128 | |
Equity investments | 31,717 | 32,049 | |
Long-term investments | ¥ 49,342 | $ 6,950 | ¥ 50,177 |
INVESTMENTS - Held to maturity
INVESTMENTS - Held to maturity and Available-for-sale debt investments (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Held to maturity debt securities | ||||
Carrying amount of held to maturity investments | ¥ 15,500 | ¥ 15,500 | ||
Weighted average maturities periods | 1 year 7 months 6 days | 1 year 7 months 6 days | 2 years 2 months 12 days | |
Available-for-sale debt investments | ||||
Available-for-sale debt securities, Cost | ¥ 4,030 | ¥ 3,792 | ||
Available-for-sale debt securities, Gross Unrealized Gains, including foreign exchange adjustment | 143 | 352 | ||
Available-for-sale debt securities, Gross Unrealized Losses, including foreign exchange adjustment | (2,078) | (1,543) | ||
Recognization the credit impairment | 7 | 22 | ||
Other comprehensive income loss reclassification adjustment net of tax | 108 | $ 15 | 884 | ¥ 0 |
Available-for-sale debt investments impairment charges | 115 | 906 | 0 | |
Available-for-sale debt securities, Fair value | 2,095 | 2,601 | ||
Unrealized securities holding gains/(loss), net of tax | (162) | 32 | ¥ 1 | |
Redeemable Preferred Stock [Member] | ||||
Available-for-sale debt investments | ||||
Gain loss from change in fair value of equity investment | ¥ 325 | ¥ 268 |
INVESTMENTS - Equity securities
INVESTMENTS - Equity securities with readily determinable fair values (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity securities with readily determinable fair values | ||
Equity securities with readily determinable fair values, Cost | ¥ 5,486 | ¥ 5,517 |
Equity securities with readily determinable fair values, Gross Unrealized Gains, including foreign exchange adjustment | 5,706 | 6,958 |
Equity securities with readily determinable fair values, Gross Unrealized Losses, including foreign exchange adjustment | (1,202) | (541) |
Equity securities with readily determinable fair values, Fair value | ¥ 9,990 | ¥ 11,934 |
INVESTMENTS - Equity securiti_2
INVESTMENTS - Equity securities without readily determinable fair values (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity securities without readily determinable fair values | |||
Carrying value of equity securities without readily determinable fair values | ¥ 375 | ¥ 551 | |
Total consideration | 13 | 0 | ¥ 15 |
Gain/(loss) on sale of equity securities without readily determinable fair values | 8 | 0 | (4) |
Investment in equity securities without readily determinable fair value | ¥ 8 | ¥ 10 | ¥ 45 |
INVESTMENTS - Homeinns and BTG
INVESTMENTS - Homeinns and BTG (Details) - CNY (¥) ¥ in Millions, shares in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | |
INVESTMENTS | ||||
Carrying value under equity investments | ¥ 31,717 | ¥ 32,049 | ||
BTG | ||||
INVESTMENTS | ||||
Equity method investment, ownership interest (as a percent) | 22% | |||
Carrying value under equity investments | ¥ 2,500 | ¥ 2,500 | ||
Sale of shares number of shares issued | 1 | 4 | 9 | |
Proceeds from issuance or sale of equity | ¥ 19 | ¥ 101 | ¥ 201 | |
Sale of Stock, Percentage of Ownership after Transaction | 12% | |||
BTG | Other Income Expenses | ||||
INVESTMENTS | ||||
Gain loss from sale of stock at open market value | ¥ 3 | ¥ 20 | ¥ 41 |
INVESTMENTS - Tongcheng-Elong a
INVESTMENTS - Tongcheng-Elong and MakeMyTrip (Details) - CNY (¥) ¥ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2019 | Dec. 31, 2018 |
INVESTMENTS | ||||
Carrying value under equity investments | ¥ 31,717 | ¥ 32,049 | ||
Publicly traded | ||||
INVESTMENTS | ||||
Increased equity investments value | 15,200 | |||
Equity investments, market value | 26,500 | |||
Tongcheng-eLong | ||||
INVESTMENTS | ||||
Equity method investment, ownership interest (as a percent) | 27% | |||
Carrying value under equity investments | ¥ 6,400 | ¥ 5,900 | ||
MakeMyTrip | ||||
INVESTMENTS | ||||
Equity method investment, ownership interest (as a percent) | 49% |
INVESTMENTS - Investment funds
INVESTMENTS - Investment funds (Operating data) (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
INVESTMENTS | ||||
Carrying value under equity investments | ¥ 31,717 | ¥ 32,049 | ||
Operating data: | ||||
Revenue | 44,510 | $ 6,269 | 20,039 | ¥ 20,023 |
Gross profit | 36,389 | 5,125 | 15,526 | 15,425 |
Net income/(loss) | 10,002 | 1,409 | 1,367 | (645) |
Equity in income/(loss) of affiliates | 1,072 | $ 151 | (586) | 96 |
Total cash paid for equity method investments | 543 | 502 | 328 | |
Equity investments | ||||
Operating data: | ||||
Revenue | 30,885 | 23,159 | 20,482 | |
Gross profit | 17,698 | 10,911 | 9,490 | |
Income/(loss) from operations | 2,557 | (1,377) | 430 | |
Net income/(loss) | 888 | (3,129) | 392 | |
Net (loss)/income attributable to equity method investments | 983 | (788) | (31) | |
Add: Equity dilution impact | 89 | 202 | 127 | |
Equity in income/(loss) of affiliates | 1,072 | (586) | ¥ 96 | |
Investment funds | ||||
INVESTMENTS | ||||
Carrying value under equity investments | 3,600 | 2,900 | ||
other equity investments | ||||
INVESTMENTS | ||||
Carrying value under equity investments | 2,600 | 2,100 | ||
Make My Trip | ||||
INVESTMENTS | ||||
Carrying value under equity investments | ¥ 6,200 | ¥ 5,900 |
INVESTMENTS - Investment fund_2
INVESTMENTS - Investment funds (Balance sheet data) (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) |
Balance sheet data: | ||||
Current assets | ¥ 88,732 | $ 12,498 | ¥ 61,435 | |
Current liabilities | 72,411 | 10,199 | 61,239 | |
Non-controlling interests | 822 | $ 116 | 736 | |
Equity investments | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Balance sheet data: | ||||
Current assets | 67,149 | 48,132 | ¥ 51,437 | |
Long-term assets | 55,097 | 54,308 | 51,233 | |
Current liabilities | 54,235 | 35,589 | 36,344 | |
Long-term liabilities | 19,721 | 21,862 | 21,708 | |
Non-controlling interests | ¥ 238 | ¥ 217 | ¥ 178 |
INVESTMENTS - Impairments (Deta
INVESTMENTS - Impairments (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impairments | |||
Available-for-sale debt investments impairment charges | ¥ 115 | ¥ 906 | ¥ 0 |
Other income/ (expense) | |||
Impairments | |||
Available-for-sale debt investments impairment charges | 115 | 906 | 0 |
Equity method investment impairment charges | 0 | 3 | 82 |
Impairment charges of equity securities without readily determinable fair value | ¥ 0 | ¥ 40 | ¥ 14 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Assets | |||
Listed equity securities (Note 7) | ¥ 9,990 | ¥ 11,934 | |
Available-for-sale debt investments (Note 7) | 2,095 | 2,601 | |
Measured on recurring basis | |||
Assets | |||
Financial products (Note 2, 7) | 9,658 | $ 1,360 | 15,893 |
Time deposits (Note 2, 7) | 23,558 | 3,318 | 25,166 |
Derivative instruments (Note 2) | 161 | 23 | 118 |
Listed equity securities (Note 7) | 9,990 | 1,407 | 11,934 |
Available-for-sale debt investments (Note 7) | 2,095 | 295 | 2,601 |
Total Assets | 45,462 | 6,403 | 55,712 |
Liabilities | |||
Exchangeable senior notes (Note 12) | 3,696 | 521 | 4,204 |
Derivative instruments (Note 2) | 61 | 9 | 84 |
Total Liabilities | 3,757 | $ 530 | 4,288 |
Measured on recurring basis | Quoted prices in active market for identical assets (Level 1) | |||
Assets | |||
Listed equity securities (Note 7) | 9,990 | 11,934 | |
Total Assets | 9,990 | 11,934 | |
Measured on recurring basis | Significant other observable inputs (Level 2) | |||
Assets | |||
Financial products (Note 2, 7) | 9,658 | 15,893 | |
Time deposits (Note 2, 7) | 23,558 | 25,166 | |
Derivative instruments (Note 2) | 101 | 70 | |
Total Assets | 33,317 | 41,129 | |
Liabilities | |||
Exchangeable senior notes (Note 12) | 3,696 | 4,204 | |
Derivative instruments (Note 2) | 61 | 84 | |
Total Liabilities | 3,757 | 4,288 | |
Measured on recurring basis | Unobservable inputs (Level 3) | |||
Assets | |||
Derivative instruments (Note 2) | 60 | 48 | |
Available-for-sale debt investments (Note 7) | 2,095 | 2,601 | |
Total Assets | ¥ 2,155 | ¥ 2,649 |
FAIR VALUE MEASUREMENT - Roll f
FAIR VALUE MEASUREMENT - Roll forward of major Level 3 Investments (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Roll forward of major Level 3 investments | ||
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Asset, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | |
Unobservable inputs (Level 3) | ||
Roll forward of major Level 3 investments | ||
Fair value of Level 3 Investments, beginning balance | ¥ 2,601 | ¥ 3,354 |
Transfer into/out of Level 3 | 183 | |
New addition | 55 | 86 |
Disposal of investments | (28) | |
Effect of exchange rate change | 57 | 152 |
Expected credit losses | (115) | (906) |
The change in fair value of the investments | (686) | (57) |
Fair value of Level 3 Investment, ending balance | ¥ 2,095 | ¥ 2,601 |
FAIR VALUE MEASUREMENT - Signif
FAIR VALUE MEASUREMENT - Significant unobservable inputs (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Minimum | Revenue growth rate | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | (61.2) | 2.5 |
Minimum | Weighted average cost of capital | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 13 | 13.5 |
Minimum | Lack of marketability discount | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 10 | 15 |
Minimum | Expected volatility | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 33 | 41 |
Maximum | Revenue growth rate | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 31 | 100 |
Maximum | Weighted average cost of capital | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 21 | 21 |
Maximum | Lack of marketability discount | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 20.5 | 30 |
Maximum | Expected volatility | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 66.7 | 68.05 |
Liquidation scenario | Minimum | Probability | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 5 | 30 |
Liquidation scenario | Maximum | Probability | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 95 | 100 |
Redemption scenario | Minimum | Probability | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 0 | 10 |
Redemption scenario | Maximum | Probability | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 30 | 45 |
Conversion scenario | Minimum | Probability | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 5 | 0 |
Conversion scenario | Maximum | Probability | ||
Significant unobservable inputs used in the valuation | ||
Unobservable inputs | 95 | 40 |
GOODWILL (Details)
GOODWILL (Details) ¥ in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | |
Changes in the carrying amount of goodwill | |||
Balance at beginning of year | ¥ 59,337 | ¥ 59,353 | |
Disposals and immaterial others | 35 | (16) | |
Balance at end of period | ¥ 59,372 | $ 8,362 | ¥ 59,337 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - CNY (¥) ¥ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible assets disclosures | ||
Intangible assets | ¥ 15,216 | ¥ 15,218 |
Less: accumulated amortization | (2,652) | (2,476) |
Net book value | 12,564 | 12,742 |
Trademark | ||
Intangible assets disclosures | ||
Intangible assets not subject to amortization | 11,773 | 11,776 |
Net book value - intangible assets not subject to amortization | 11,773 | 11,776 |
Others | ||
Intangible assets disclosures | ||
Intangible assets not subject to amortization | 159 | 161 |
Net book value - intangible assets not subject to amortization | 159 | 161 |
Business Relationship | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | 1,878 | 1,872 |
Less: accumulated amortization | (1,617) | (1,485) |
Net book value - intangible assets to be amortized | 261 | 387 |
Technology | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | 610 | 610 |
Less: accumulated amortization | (610) | (610) |
Net book value - intangible assets to be amortized | 0 | 0 |
Others | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | 796 | 799 |
Less: accumulated amortization | (425) | (381) |
Net book value - intangible assets to be amortized | ¥ 371 | ¥ 418 |
INTANGIBLE ASSETS - Finite-live
INTANGIBLE ASSETS - Finite-lived intangible assets (Details) | Dec. 31, 2023 |
Minimum | |
Intangible assets disclosures | |
Intangible asset useful life | 3 years |
Maximum | |
Intangible assets disclosures | |
Intangible asset useful life | 15 years |
Business Relationship | Minimum | |
Intangible assets disclosures | |
Intangible asset useful life | 5 years |
Business Relationship | Maximum | |
Intangible assets disclosures | |
Intangible asset useful life | 10 years |
Technology | Minimum | |
Intangible assets disclosures | |
Intangible asset useful life | 5 years |
Technology | Maximum | |
Intangible assets disclosures | |
Intangible asset useful life | 10 years |
Others | Minimum | |
Intangible assets disclosures | |
Intangible asset useful life | 3 years |
Others | Maximum | |
Intangible assets disclosures | |
Intangible asset useful life | 15 years |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization expense (Details) - Amortization - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | ¥ 187 | ¥ 240 | ¥ 295 |
Annual estimated amortization expense for intangible assets subject to amortization | |||
2024 | 182 | ||
2025 | 156 | ||
2026 | 53 | ||
2027 | 53 | ||
2028 | 35 | ||
Total | ¥ 479 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | ||
Cash paid for the rentals included in the lease liabilities | ¥ 309 | ¥ 436 |
Right-of-use assets obtained in exchange for operating lease liabilities | ¥ 149 | ¥ 520 |
LEASES - Supplemental consolida
LEASES - Supplemental consolidated balance sheet information (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Lessee Disclosure [Abstract] | |||
Right-of-use assets | ¥ 641 | $ 90 | ¥ 819 |
Current lease liabilities included within Other payables and accruals (Note 16) | 140 | 274 | |
Long-term lease liabilities | 477 | $ 67 | 534 |
Total lease liabilities | ¥ 617 | ¥ 808 | |
Weighted average remaining lease term | 6 years | 6 years | 5 years |
Weighted average discount rate | 4.60% | 4.60% | 4.40% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - CNY (¥) ¥ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee Disclosure [Abstract] | ||
2024 | ¥ 212 | |
2025 | 136 | |
2026 | 95 | |
2027 | 44 | |
2028 | 58 | |
Thereafter | 152 | |
Total operating lease payments | 697 | |
Less: imputed interest | (80) | |
Total | ¥ 617 | ¥ 808 |
LEASES (Details)
LEASES (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease cost | ¥ 235 | ¥ 416 | ¥ 439 |
Maximum | |||
Remaining operating lease term | 9 years | ||
Minimum | |||
Remaining operating lease term | 1 year |
SHORT-TERM DEBT AND CURRENT P_3
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT (Details) $ / shares in Units, ¥ in Millions | 12 Months Ended | ||||||
Jul. 13, 2020 USD ($) $ / shares | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Short-term borrowings | |||||||
Short-term bank borrowings and current portion of long-term loan | ¥ 3,400 | ||||||
Total | 25,857 | ¥ 32,674 | $ 3,642,000,000 | ||||
Long-term Debt, Fair Value | 19,100 | 13,200 | |||||
Exchangeable Senior Notes | |||||||
Short-term borrowings | |||||||
Short-term bank borrowings and current portion of long-term loan | 3,696 | 4,204 | |||||
Debt instrument, maturity date | Jul. 01, 2027 | ||||||
Long-term Debt, Fair Value | 3,700 | 4,200 | 521,000,000 | $ 609,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||
Debt Instrument, Face Amount | $ | $ 500,000,000 | ||||||
Exchangeable Senior Notes | Other Income Expenses | |||||||
Short-term borrowings | |||||||
Changes in fair value of long term debt | 623 | $ 88,000,000 | (97) | $ (14,000,000) | |||
Exchangeable Senior Notes | Ads | |||||||
Short-term borrowings | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 40.36 | ||||||
Debt Instrument Principal Amount Denomination for Conversion Into Common Stock | $ | $ 1,000 | ||||||
Debt Instrument, Convertible, Conversion Ratio | 24.7795 | ||||||
Loan facility | |||||||
Short-term borrowings | |||||||
Short-term bank borrowings and current portion of long-term loan | 21,197 | 28,398 | |||||
Securitization debt | |||||||
Short-term borrowings | |||||||
Long-term debt, current maturities | 964 | ¥ 72 | |||||
Short-term borrowings | |||||||
Short-term borrowings | |||||||
Short-term bank borrowings and current portion of long-term loan | 21,200 | 3,000,000,000 | |||||
Short-term borrowings collateralized by short-term and long-term investments | 1,900 | 300,000,000 | |||||
Short-term and long-term investments | ¥ 2,000 | $ 300,000,000 | |||||
Weighted average interest rate | 2.50% | 2.50% | |||||
Revolving credit facility agreement | |||||||
Short-term borrowings | |||||||
Revolving debt securities, term | 12 months | 12 months | |||||
Minimum | Revolving credit facility agreement | |||||||
Short-term borrowings | |||||||
Weighted average interest rate | 2.80% | 2.80% | |||||
Maximum | Revolving credit facility agreement | |||||||
Short-term borrowings | |||||||
Weighted average interest rate | 6% | 6% |
RELATED PARTY TRANSACTIONS AN_3
RELATED PARTY TRANSACTIONS AND BALANCES (Details) ¥ in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2023 USD ($) | |
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Other Operating Income, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Operating Cost and Expense, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Due from related parties, current | ¥ 2,842 | ¥ 1,748 | $ 399 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Due from related parties, non-current | ¥ 25 | ¥ 25 | $ 4 |
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Due to related parties, current | ¥ 303 | ¥ 156 | $ 43 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
H World | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Commissions from related parties | ¥ 248 | ¥ 55 | |
BTG | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Commissions from related parties | 129 | 38 | |
Shangcheng | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Commissions from related parties | 200 | 172 | |
Tongcheng Travel [Member] | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Commissions from related parties | 253 | 148 | |
Commissions to Tongcheng Travel | 51 | 21 | |
Lvyue | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Loans provided to Lvyue | 20 | 224 | |
Repayment of loan from Lvyue | 89 | 100 | |
Related Party A | Trade related | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Due from related parties, current | 2,268 | 1,253 | |
Due to related parties, current | 27 | 25 | |
Related Party D | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Commissions from related parties | 200 | 172 | |
Related Party E | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Loans provided to Lvyue | 20 | 224 | |
Repayment of loan from related party | 90 | ¥ 113 | |
Related Party E | Minimum | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Term of loans | 3 months | ||
Related Party E | Maximum | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Term of loans | 15 months | ||
Related Party E | Non-trade related | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Due from related parties, current | 115 | ¥ 178 | |
Related Party F | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Interest income from loans | 7 | 18 | |
Related Party F | Non-trade related | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Due from related parties, current | 55 | 52 | |
Others | Trade related | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Due from related parties, current | 404 | 265 | |
Due to related parties, current | 276 | 131 | |
Others | Non-trade related | |||
RELATED PARTY TRANSACTIONS AND BALANCES | |||
Due from related parties, non-current | ¥ 25 | ¥ 25 |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - CNY (¥) ¥ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
EMPLOYEE BENEFITS | |||
Expense of employee benefits | ¥ 2.2 | ¥ 1.9 | ¥ 1.8 |
TAXATION - Company's subsidiari
TAXATION - Company's subsidiaries (Details) ¥ in Millions, $ in Millions | 12 Months Ended | ||||||||||
Dec. 31, 2030 | Dec. 31, 2029 | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Taxation | |||||||||||
Applicable tax rate (as a percent) | 25% | 25% | 25% | 25% | |||||||
Income tax (benefits)/expenses | ¥ 1,750 | $ 246 | ¥ 682 | ¥ 270 | |||||||
Net income/(loss) | ¥ 10,002 | $ 1,409 | ¥ 1,367 | ¥ (645) | |||||||
Cayman | |||||||||||
Taxation | |||||||||||
Applicable tax rate (as a percent) | 0% | 0% | |||||||||
Hong Kong Profits Tax | |||||||||||
Taxation | |||||||||||
Applicable tax rate (as a percent) | 8.25% | 8.25% | 8.25% | 8.25% | |||||||
Percentage of withholding income tax rate imposed for dividends | 5% | ||||||||||
Effective income tax rate remaining reconciliation at federal statutory income tax rate | 16.50% | 16.50% | 16.50% | 16.50% | |||||||
Net income/(loss) | ¥ 2 | ¥ 2 | ¥ 2 | ||||||||
PRC Corporate Income Tax | |||||||||||
Taxation | |||||||||||
Applicable tax rate (as a percent) | 25% | 25% | |||||||||
Percentage of withholding income tax rate imposed for dividends | 10% | 10% | |||||||||
PRC Corporate Income Tax | Western region of China | Chengdu Ctrip | |||||||||||
Taxation | |||||||||||
Applicable tax rate approved (as a percent) | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% |
PRC Corporate Income Tax | Western region of China | Chengdu Ctrip International | |||||||||||
Taxation | |||||||||||
Applicable tax rate approved (as a percent) | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% |
PRC Corporate Income Tax | Western region of China | Chengdu Information | |||||||||||
Taxation | |||||||||||
Applicable tax rate approved (as a percent) | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% | 15% |
PRC Corporate Income Tax | HONG KONG | |||||||||||
Taxation | |||||||||||
Distributed earnings | ¥ 7,200 | ||||||||||
Payment of tax witheld on distributable income | ¥ 360 | ||||||||||
Withholding tax rate for dividends distributed by foreign invested enterprise to their immediate holding companies outside mainland china (as a percent) | 5% | 5% | |||||||||
Aggregate tax witheld | ¥ 835 | ||||||||||
Unrecognized deferred tax liabilities | ¥ 1,200 | ||||||||||
PRC Corporate Income Tax | High new tech enterprises | |||||||||||
Taxation | |||||||||||
Period during which enterprise preferential income tax is exempt | 2 years | 2 years | |||||||||
Period during which the certificate is valid | 3 years | 3 years | |||||||||
PRC Corporate Income Tax | High new tech enterprises | Beginning With The First Calendar Year Of Profitability | |||||||||||
Taxation | |||||||||||
Period over which reduction is admissible | 3 years | 3 years | |||||||||
Percentage exemption in enterprise income tax | 50% | 50% | |||||||||
PRC Corporate Income Tax | High new tech enterprises | Shanghai Xielv Information Technology Co., Ltd | |||||||||||
Taxation | |||||||||||
Applicable tax rate (as a percent) | 15% | 15% | 15% | 15% | |||||||
PRC Corporate Income Tax | High new tech enterprises | Ctrip Business Travel Information Service (Shanghai) Co., Ltd | |||||||||||
Taxation | |||||||||||
Applicable tax rate (as a percent) | 15% | 15% | 15% | 15% | |||||||
Domestic country | |||||||||||
Taxation | |||||||||||
Income tax (benefits)/expenses | ¥ 875 | ¥ 476 | ¥ 373 | ||||||||
Foreign country | |||||||||||
Taxation | |||||||||||
Income tax (benefits)/expenses | ¥ 875 | ¥ 206 | ¥ (103) | ||||||||
Singapore Tax | |||||||||||
Taxation | |||||||||||
Applicable tax rate (as a percent) | 17% | 17% |
TAXATION - Income before income
TAXATION - Income before income tax expenses (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Income/(loss) from domestic and foreign components before income tax expenses | ||||
Domestic | ¥ 13,368 | ¥ 3,501 | ¥ 2,615 | |
Foreign | (2,688) | (866) | (3,086) | |
(Loss)/income before income tax expense and equity in income/(loss) of affiliates | ¥ 10,680 | $ 1,504 | ¥ 2,635 | ¥ (471) |
TAXATION - Income tax expense (
TAXATION - Income tax expense (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
TAXATION | ||||
Current income tax expense | ¥ 2,511 | ¥ 387 | ¥ 607 | |
Deferred tax (benefit)/expense | (761) | $ (107) | 295 | (337) |
Income tax expense | ¥ 1,750 | $ 246 | ¥ 682 | ¥ 270 |
TAXATION - Reconciliation of ta
TAXATION - Reconciliation of tax rate and effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate | 25% | 25% | 25% |
Non-deductible expenses and non-taxable income incurred | |||
Share-based compensation expenses | 2% | 6% | (89.00%) |
Change in fair value of equity securities investments and exchangeable senior notes | 3% | (22.00%) | (21.00%) |
Others | (2.00%) | (2.00%) | 1% |
R&D expense super deduction | (6.00%) | (16.00%) | 65% |
Effect of preferential tax treatments inside mainland China | (10.00%) | (7.00%) | 75% |
Difference in tax rates of subsidiaries outside mainland China | 1% | 19% | (37.00%) |
Changes in valuation allowance | (5.00%) | 23% | (76.00%) |
Withholding tax on the earnings distributed and anticipated to be remitted | 8% | ||
Effective EIT rate (as a percent) | 16% | 26% | (57.00%) |
TAXATION - Effect of preferenti
TAXATION - Effect of preferential tax treatments (Details) - CNY (¥) ¥ / shares in Units, ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax holiday | |||
Preferential tax treatments effect | ¥ 826 | ¥ 183 | ¥ 359 |
ADS | |||
Income tax holiday | |||
Basic net income per ADS effect (in RMB per share) | ¥ 1.27 | ¥ 0.28 | ¥ 0.57 |
Diluted net income per ADS effect (in RMB per share) | ¥ 1.23 | ¥ 0.28 | ¥ 0.57 |
TAXATION - Impact of subsidiari
TAXATION - Impact of subsidiaries' preferential tax rates (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 25% | 25% | 25% |
Effective EIT rate (as a percent) | 16% | 26% | (57.00%) |
Subsidiaries | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Effective EIT rate (as a percent) | (9.00%) | 12% | 38% |
Ctrip Computer Technology | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 15% | ||
Effective EIT rate (as a percent) | (3.10%) | (2.70%) | 31.90% |
Ctrip Travel Information | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 15% | ||
Effective EIT rate (as a percent) | (0.10%) | 0.20% | (4.10%) |
Ctrip Travel Network | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 15% | ||
Effective EIT rate (as a percent) | (3.20%) | (2.70%) | 16% |
Chengdu Information | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 15% | ||
Effective EIT rate (as a percent) | (0.80%) | (0.80%) | 7.30% |
Beijing Hujinxinrong Technology Co Ltd | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 15% | ||
Effective EIT rate (as a percent) | (0.70%) | (2.20%) | 14.30% |
The Company and its subsidiaries in Hong Kong, Singapore, UK and Cayman Islands | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 0% | ||
Statutory CIT rate alternate case in Cayman (as a percent) | 23.50% | ||
Effective EIT rate (as a percent) | 1.40% | 19.60% | (38.80%) |
Qunar and subsidiaries | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Statutory CIT rate (as a percent) | 15% | ||
Effective EIT rate (as a percent) | (1.60%) | (0.20%) | 6.60% |
Other subsidiaries | |||
Reconciliation of the differences between statutory tax rate and effective tax rate | |||
Effective EIT rate (as a percent) | (0.90%) | 0.80% | 4.80% |
TAXATION - Deferred tax assets
TAXATION - Deferred tax assets and liabilities (Details) - CNY (¥) ¥ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||
Accrued expenses | ¥ 1,044 | ¥ 893 | ||
Loss carry forwards | 1,406 | 1,646 | ||
Accrued liability for customer reward related programs | 177 | 56 | ||
Accrued staff related expenses | 395 | 42 | ||
Others | 476 | 200 | ||
Less: valuation allowance of deferred tax assets | (922) | (1,513) | ¥ (892) | ¥ (589) |
Total deferred tax assets | 2,576 | 1,324 | ||
Deferred tax liabilities | ||||
Recognition of intangible assets arise from business combinations and unrealized holding gain | (3,350) | (3,487) | ||
Withholding tax on undistributed earnings | (475) | 0 | ||
Net deferred tax liabilities | ¥ (1,249) | ¥ (2,163) |
TAXATION - Movement of valuatio
TAXATION - Movement of valuation allowance (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement of valuation allowances | |||
Balance at beginning of year | ¥ 1,513 | ¥ 892 | ¥ 589 |
Changes in current year | (591) | 621 | 303 |
Balance at end of year | 922 | 1,513 | ¥ 892 |
Unrecognized tax benefit and accrual | 0 | ¥ 0 | |
Other then China and Japan | |||
Movement of valuation allowances | |||
Net operating tax loss carry forwards | 3,942 | ||
China and Japan | |||
Movement of valuation allowances | |||
Net operating tax loss carry forwards | ¥ 3,227 | ||
Minimum | |||
Movement of valuation allowances | |||
Operating loss carry forwards expiration year | 2024 | ||
Maximum | |||
Movement of valuation allowances | |||
Operating loss carry forwards expiration year | 2028 |
OTHER PAYABLES AND ACCRUALS (De
OTHER PAYABLES AND ACCRUALS (Details) ¥ in Millions, $ in Millions | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
OTHER PAYABLES AND ACCRUALS | |||
Accrued operating expenses | ¥ 5,617 | ¥ 5,235 | |
Deposits received from travel suppliers and packaged tours users | 1,119 | 942 | |
Payable related to acquisition and investments | 294 | ||
Current lease liabilities (Note 11) | 140 | 274 | |
Interest payable | 143 | 43 | |
Others | 963 | 625 | |
Total | ¥ 7,982 | $ 1,125 | ¥ 7,413 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total | Total | Total |
LONG-TERM DEBTS (Details)
LONG-TERM DEBTS (Details) $ / shares in Units, ¥ in Millions | Jun. 18, 2015 USD ($) $ / shares | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Jul. 01, 2020 CNY (¥) | Jul. 01, 2020 USD ($) |
LONG-TERM DEBTS | ||||||
Senior notes | ¥ 19,061 | ¥ 13,144 | ||||
Securitization debt | 4 | 0 | ||||
Total | 19,099 | $ 2,690,000,000 | 13,177 | |||
Fair value of long-term debt, based on Level 2 inputs | 19,100 | 13,200 | ||||
Long-term Debt | 19,100 | |||||
Short-term Debt | ¥ 3,400 | |||||
Long-term Loans from Commercial Banks | ||||||
LONG-TERM DEBTS | ||||||
Weighted average interest rate (as a percent) | 5.72% | 5.72% | ||||
Aggregate principal amount | ¥ 22,500 | $ 3,200,000,000 | ||||
Loan facilities | 21,300 | |||||
Unused loan facilities | 2,100 | |||||
2025 Notes | ||||||
LONG-TERM DEBTS | ||||||
Senior notes | 34 | ¥ 33 | ||||
Interest rate (as a percent) | 1.99% | |||||
Aggregate principal amount | $ 400,000,000 | ¥ 2,800 | $ 395,000,000 | |||
Debt issuance costs | $ | 6,800,000 | |||||
Long-term Debt | ¥ 34 | |||||
2025 Notes | ADS | ||||||
LONG-TERM DEBTS | ||||||
Principal amount denomination for conversion | $ | $ 1,000 | |||||
Initial conversion rate | 9.3555 | |||||
Initial conversion price (in dollars per share) | $ / shares | $ 106.89 |
LONG-TERM DEBTS - Schedule of l
LONG-TERM DEBTS - Schedule of long-term loans (Details) ¥ in Millions | Dec. 31, 2023 CNY (¥) |
Debt Instrument [Line Items] | |
Total | ¥ 19,100 |
Long-term Loans from Commercial Banks | |
Debt Instrument [Line Items] | |
2024 | 3,451 |
2025 | 10,612 |
2026 | 8,436 |
2027 | 0 |
2028 | 0 |
Thereafter | 13 |
Total | ¥ 22,512 |
SHARE CAPITAL - Additional Info
SHARE CAPITAL - Additional Information (Details) - Apr. 19, 2021 ¥ in Billions | CNY (¥) shares | $ / shares |
Class of Stock [Line Items] | ||
Ordinary shares issued | shares | 36,380,900 | |
Ordinary shares per share | $ / shares | $ 268 | |
Net proceeds | ¥ | ¥ 8 |
(LOSSES)_EARNINGS PER SHARE (De
(LOSSES)/EARNINGS PER SHARE (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | |
Numerator: | ||||
Net (loss)/income attributable to Trip.com Group Limited | ¥ 9,918 | $ 1,397 | ¥ 1,403 | ¥ (550) |
Eliminate the dilutive effect of interest expense of convertible notes | ¥ | 1 | |||
Numerator for diluted earnings per share | ¥ | ¥ 9,919 | ¥ 1,403 | ¥ (550) | |
Denominator: | ||||
Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding | 652,859,211 | 652,859,211 | 648,380,590 | 634,109,233 |
Dilutive effect of convertible notes | 89,065 | 89,065 | ||
Dilutive effect of share options and RSUs | 18,113,964 | 18,113,964 | 8,712,236 | |
Denominator for diluted earnings per ordinary share | 671,062,240 | 671,062,240 | 657,092,826 | 634,109,233 |
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings /(loss) per common share | 4,583,793 | 4,583,793 | 19,062,550 | 8,002,906 |
Convertible Notes | ||||
Denominator: | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings /(loss) per common share | 906,820 | 1,245,966 | ||
Stock options | ||||
Denominator: | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings /(loss) per common share | 4,583,793 | 4,583,793 | 18,155,730 | 6,756,940 |
Ordinary shares | ||||
Denominator: | ||||
Basic earnings/(losses) per share | (per share) | ¥ 15.19 | $ 2.14 | ¥ 2.17 | ¥ (0.87) |
Diluted earnings/(losses) per share | (per share) | 14.78 | 2.08 | 2.14 | (0.87) |
ADS | ||||
Denominator: | ||||
Basic earnings/(losses) per share | (per share) | 15.19 | 2.14 | 2.17 | (0.87) |
Diluted earnings/(losses) per share | (per share) | ¥ 14.78 | $ 2.08 | ¥ 2.14 | ¥ (0.87) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) ¥ in Millions | 12 Months Ended |
Dec. 31, 2023 CNY (¥) | |
Capital commitments | |
Outstanding capital commitments | ¥ 24 |
Guarantee | |
Quota amount of air tickets | 1,100 |
Deposits paid | 147 |
Maximum amount of future payments | ¥ 943 |
GEOGRAPHIC INFORMATION - Revenu
GEOGRAPHIC INFORMATION - Revenue from external customers by geographic areas (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Geographic Areas, Revenues from External Customers [Abstract] | ||||
Total Revenue | ¥ 44,562 | $ 6,276 | ¥ 20,055 | ¥ 20,029 |
The Greater China | ||||
Geographic Areas, Revenues from External Customers [Abstract] | ||||
Total Revenue | 38,668 | 16,326 | 18,423 | |
Others | ||||
Geographic Areas, Revenues from External Customers [Abstract] | ||||
Total Revenue | ¥ 5,894 | ¥ 3,729 | ¥ 1,606 |