UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2009

Commission File Number: 001-33853

CTRIP.COM INTERNATIONAL, LTD.

99 Fu Quan Road
Shanghai 200335, People’s Republic of China
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ		Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 12 , 2009

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release regarding Ctrip’s first quarter 2009 financial results

Exhibit 99.1

Ctrip Reports First Quarter 2009 Financial Results

Shanghai, China, May 11, 2009 — Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading travel service provider for hotel accommodations, airline tickets and packaged tours in China, today announced its unaudited financial results for the quarter ended March 31, 2009.

Highlights for the First Quarter of 2009

	•		Net revenues were RMB401 million (US$59 million) for the first quarter of 2009, up 18% year-on-year.
	•		Gross margin was 78% for the first quarter of 2009, compared to 80% in the same period in 2008.
	•		Income from operations was RMB135 million (US$20 million) for the first quarter of 2009, up 23% year-on-year. Excluding share-based compensation charges (non-GAAP), income from operations was RMB162 million (US$24 million), up 13% year-on-year.
	•		Operating margin was 34% in the first quarter of 2009, compared to 32% in the first quarter of 2008. Excluding share-based compensation charges (non-GAAP), operating margin was 40%, compared to 42% during the same period in 2008.
	•		Net income was RMB121 million (US$18 million) in the first quarter of 2009, up 23% year-on-year. Excluding share-based compensation charges (non-GAAP), net income was RMB148 million (US$22 million), up 12% year-on-year.
	•		Diluted earnings per ADS were RMB1.79 (US$0.26). Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB2.18 (US$0.32).
	•		Share-based compensation charges were RMB27 million (US$4 million), accounting for 7% of the net revenues, or RMB0.4 (US$0.06) per ADS, for the first quarter of 2009.

“I am pleased that our team delivered solid results in the first quarter despite the difficult economy,” said Min Fan, Chief Executive Officer of Ctrip. “Our strong execution in operations and prudent controls on cost enabled us to achieve healthy growth in profit. While the business environment remains uncertain, we will extend our leadership in the China travel industry through excellent customer service, strategic alliance with our partners, advanced IT technologies and innovative sales and marketing channels.”

First Quarter 2009 Financial Results

For the first quarter of 2009, Ctrip reported total revenues of RMB429 million (US$63 million), representing a 17% increase from the same period in 2008 and a 1% increase from the previous quarter.

Hotel reservation revenues amounted to RMB187 million (US$27 million) for the first quarter of 2009, representing a 9% increase from the same period in 2008 primarily driven by a 17% increase in hotel room reservation volume, which was partially offset by a decrease in commission per room. Hotel reservation revenues represented an 11% decrease from the previous quarter primarily due to decreased hotel booking volume during the Chinese New Year holidays.

Air-ticketing revenues for the first quarter of 2009 were RMB184 million (US$27 million), representing a 16% increase from the same period in 2008 primarily driven by a 40% increase in air-ticketing sales volume, which was partially offset by a decrease in commission per ticket. Air-ticketing revenue increased 11% from the previous quarter primarily due to increased air-ticketing volume.

Packaged-tour revenues for the first quarter of 2009 were RMB38 million (US$6 million), up 41% from the same period in 2008 and 25% from the previous quarter, primarily due to the increased leisure travel volume in the first quarter of 2009.

For the first quarter of 2009, net revenues were RMB401 million (US$59 million), an 18% increase from the same period in 2008 and a 1% increase from the previous quarter.

Gross margin was 78% in the first quarter of 2009, decreased from 80% in the same period in 2008 and increased from 77% in the previous quarter.

Product development expenses for the first quarter of 2009 increased by 18% to RMB63 million (US$9 million) from the same period in 2008 primarily due to the increased product development personnel resources. Product development expenses remained relatively consistent with the previous quarter. Excluding share-based compensation charges (non-GAAP), product development expenses accounted for 14% of the net revenues, increasing from 13% in the same period of last year and remaining consistent with the fourth quarter of 2008.

Sales and marketing expenses for the first quarter of 2009 increased by 7% to RMB71 million (US$10 million) from the same period in 2008 primarily due to the increased sales and marketing activities and personnel resources. Sales and marketing expenses decreased 13% from the previous quarter, primarily due to the decrease in advertisement and other sales and marketing activities. Excluding share-based compensation charges (non-GAAP), sales and marketing expenses accounted for 17% of the net revenues, which was a decrease from 18% in the same period last year and 19% in the previous quarter.

General and administrative expenses for the first quarter of 2009 decreased by 3% to RMB41 million (US$6 million) from the same period in 2008 primarily due to the decrease of share-based compensation charges. General and administrative expenses remained relatively consistent with the previous quarter. Excluding share-based compensation charges (non-GAAP), general and administrative expenses accounted for 6% of the net revenues, which was a decrease from 7% in the same period last year and was relatively consistent with the previous quarter.

Income from operations for the first quarter of 2009 was RMB135 million (US$20 million), which represented a 23% increase from the same period in 2008 and a 16% increase from the previous quarter. Excluding share-based compensation charges (non-GAAP), income from operations was RMB162 million (US$24 million), representing a 13% increase from the same period in 2008 and a 9% increase from the pervious quarter.

Operating margin was 34% in the first quarter of 2009, compared to 32% in the first quarter of 2008 and 30% in the previous quarter. Excluding share-based compensation charges (non-GAAP), operating margin was 40% in the first quarter of 2009 compared to 42% in the first quarter of 2008 and 38% in the previous quarter.

Net income for the first quarter of 2009 was RMB121 million (US$18 million), representing a 23% increase from the same period in 2008, and remaining consistent with the previous quarter. Excluding share-based compensation charges (non-GAAP), net income was RMB148 million (US$22 million), representing a 12% increase from the same period in 2008, and a 4% decrease from the previous quarter.

The effective tax rate for the first quarter of 2009 decreased to 18%, as compared to 28% in the same period of 2008 due to the application of the High and New Technology Enterprise (“HNTE”) preferential treatment to certain of Ctrip’s PRC subsidiaries. The effective tax rate for the first quarter of 2009 increased from 2% in the previous quarter, primarily due to the full year benefit upon initial application of the HNTE in the fourth quarter of 2008.

Diluted earnings per ADS were RMB1.79 (US$0.26) for the first quarter of 2009. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB2.18 (US$0.32).

As of March 31, 2009, the balance of cash and short-term investment was RMB1.4 billion (US$202 million).

Business Outlook

For the second quarter of 2009, Ctrip expects to continue the year-on-year net revenue growth of approximately 10-15%.

Conference Call

Ctrip’s management team will host a conference call at 9:00PM US Eastern Time on May 11, 2009 (or 9:00AM on May 12, 2009 in the Shanghai/HK time zone) following the announcement.

The conference call will be available on Webcast live and replay at: http://ir.ctrip.com. The call will be archived for one month at this website.

The dial-in details for the live conference call: U.S. Toll Free Number +1.888.679.8037, International dial-in number +1.617.213.4849; Passcode 81869608. For pre-registration, please click https://www.theconferencingservice.com/prereg/key.process?key=P7QHGK6R4.

A telephone replay of the call will be available after the conclusion of the conference call through May 18, 2009. The dial-in details for the replay: U.S. Toll Free Number +1.888.286.8010, International dial-in number +1.617.801.6888; Passcode 55282373.

 

3 of 5

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe” “estimate,” and “confident” and similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Ctrip’s strategic and operational plans, contain forward-looking statements. Ctrip may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Ctrip’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, a slow-down of economic growth in China and the worldwide recession, declines or disruptions in the travel industry, volatility in the trading price of Ctrip’s ADSs, Ctrip’s reliance on the relationships with travel suppliers and strategic alliances, failure to further increase Ctrip’s brand recognition to obtain new business partners and consumers, failure to compete against new and existing competitors, damage to or failure of Ctrip’s infrastructure and technology, loss of services of Ctrip’s key executives, risks associated with any strategic investments or acquisitions, risks related to health epidemics, such as outbreaks of SARs, avian flu or H1N1 flu (swine flu), that may materially disrupt the travel industry, risks and uncertainties associated with PRC laws and regulations governing internet content providers and affecting Ctrip’s business in China, Ctrip’s failure to prevent others from using its intellectual property, Ctrip’s failure to successfully manage current growth and potential future growth, and other risks outlined in Ctrip’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of May 11, 2009, and Ctrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement Ctrip’s unaudited consolidated financial statements presented in accordance with the United States Generally Accepted Accounting Principles (“GAAP”), Ctrip uses non-GAAP financial information related to product development expenses, sales and marketing expenses, general and administrative expenses, income from operations, operating margin, net income, and diluted earnings per ordinary share and per ADS, each of which is adjusted from the most comparable GAAP result to exclude the share-based compensation charges recorded under Statement of Financial Accounting Standard 123R, “Share-Based Payment”, for 2009 and 2008. Ctrip’s management believes the non-GAAP financial measures facilitate better understanding of operating results from quarter to quarter and provides the management better capability to plan and forecast future periods.

The non-GAAP information is not in accordance with GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. The presentation of this additional information should not be considered a substitute for the GAAP results. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be significant recurring expenses in our business for the foreseeable future.

Reconciliations of Ctrip’s non-GAAP financial data to the most comparable GAAP data included in the consolidated statement of operations are included at the end of this press release.

About Ctrip.com International, Ltd.

Ctrip.com International, Ltd. is a leading travel service provider of hotel accommodations, airline tickets and packaged tours in China. Ctrip aggregates information on hotels and flights and enables customers to make informed and cost-effective hotel and flight bookings. Ctrip also sells packaged tours that include transportation and accommodations, as well as guided tours in some instances. Ctrip targets primarily business and leisure travelers in China who do not travel in groups. These travelers form a traditionally under-served yet fast-growing segment of the travel industry in China. Since its inception in 1999, Ctrip has experienced substantial growth and become one of the best-known travel brands in China.

For further information:

Jade Wei
Ctrip.com International, Ltd.
Tel: (+86) 21 3406 4880 X 11543
Email: yuwei@ctrip.com

Ctrip.com International, Ltd.
Consolidated Balance Sheet Information

		December 31, 2008				March 31, 2009				March 31, 2009
		RMB				RMB				USD
		(unaudited)				(unaudited)				(unaudited)
ASSETS
Current assets:
Cash			1,069,827,364				1,264,513,770				185,062,531
Restricted cash			6,600,000				6,600,000				965,915
Short-term investment			176,585,908				108,000,000				15,805,880
Accounts receivable, net			274,302,454				332,378,582				48,643,853
Prepayments and other current assets			95,150,506				75,415,222				11,037,074
Deferred tax assets			8,840,772				10,077,240				1,474,811
Total current assets			1,631,307,004				1,796,984,814				262,990,064
Long-term deposits			145,500,002				140,257,263				20,526,755
Land use rights			111,510,231				110,863,178				16,224,909
Property, equipment and software			346,117,083				352,862,570				51,641,700
Investment			237,943,497				284,013,098				41,565,528
Goodwill			63,689,736				63,689,736				9,321,040
Other long-term assets			24,498,763				23,427,869				3,428,686
Total assets			2,560,566,316				2,772,098,528				405,698,682
LIABILITIES
Current liabilities:
Accounts payable			138,657,593				232,615,214				34,043,410
Salary and welfare payable			65,590,151				53,909,799				7,889,739
Taxes payable			54,745,686				76,048,087				11,129,694
Advances from customers			187,576,416				114,749,654				16,793,697
Accrued liability for customer reward program			58,046,062				62,746,010				9,182,925
Other payables and accruals			121,421,617				110,213,125				16,129,773
Total current liabilities			626,037,525				650,281,889				95,169,238
Other long-term payables			812,500				—				—
Total liabilities			626,850,025				650,281,889				95,169,238
SHAREHOLDERS’ EQUITY
Share capital			2,761,259				2,766,286				404,848
Additional paid-in capital			967,687,772				1,020,375,135				149,332,660
Statutory reserves			75,948,298				60,579,898				8,865,913
Accumulated other comprehensive loss			(175,929,389	)			(146,636,066	)			(21,460,297	)
Retained Earnings			1,060,620,258				1,182,012,538				172,988,415
Noncontrolling interests *			2,628,093				2,718,848				397,905
Total shareholders’ equity			1,933,716,291				2,121,816,639				310,529,444
Total liabilities and shareholders’ equity			2,560,566,316				2,772,098,528				405,698,682

* It reflects implementation of SFAS No.160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51.”

Ctrip.com International, Ltd.
Consolidated Statement of Operations Information

		Quarter Ended				Quarter Ended				Quarter Ended				Quarter Ended
		March 31, 2008				December 31, 2008				March 31, 2009				March 31, 2009
		RMB				RMB				RMB				USD
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues:
Hotel reservation			171,191,560				210,656,475				187,312,294				27,413,294
Air-ticketing			158,541,464				165,617,198				184,494,502				27,000,908
Packaged tour			26,793,008				30,249,085				37,717,241				5,519,946
Others			10,136,005				16,222,294				19,077,054				2,791,941
Total revenues			366,662,037				422,745,052				428,601,091				62,726,089
Less: business tax and related surcharges			(26,173,023	)			(26,410,272	)			(28,023,671	)			(4,101,285	)
Net revenues			340,489,014				396,334,780				400,577,420				58,624,804
Cost of revenues			(67,996,984	)			(92,537,662	)			(89,970,448	)			(13,167,242	)
Gross profit			272,492,030				303,797,118				310,606,972				45,457,562
Operating expenses:
Product development *			(53,529,592	)			(64,126,567	)			(63,322,718	)			(9,267,327	)
Sales and marketing *			(65,921,612	)			(81,462,069	)			(70,724,071	)			(10,350,520	)
General and administrative *			(42,723,133	)			(41,248,253	)			(41,321,278	)			(6,047,400	)
Total operating expenses			(162,174,337	)			(186,836,889	)			(175,368,067	)			(25,665,247	)
Income from operations			110,317,693				116,960,229				135,238,905				19,792,315
Interest income			7,458,357				6,355,910				3,363,165				492,201
Other income **			18,823,969				88,652				9,583,089				1,402,492
Income before income tax expense			136,600,019				123,404,791				148,185,159				21,687,008
Income tax expense			(37,750,581	)			(1,957,339	)			(26,792,879	)			(3,921,158	)
Net income			98,849,438				121,447,452				121,392,280				17,765,850
Earnings per ordinary share
- Basic			2.98				3.63				3.62				0.53
- Diluted			2.86				3.57				3.57				0.52
Earnings per ADS
- Basic			1.49				1.82				1.81				0.27
- Diluted			1.43				1.78				1.79				0.26
Weighted average ordinary shares outstanding
- Basic			33,221,615				33,448,570				33,489,695				33,489,695
- Diluted			34,521,152				34,032,673				33,957,107				33,957,107
* Share-based compensation charges included are as follows:
Product development			8,102,104				8,588,988				7,242,840				1,059,995
Sales and marketing			5,033,868				4,769,181				4,025,165				589,086
General and administrative			20,319,682				19,134,797				15,706,497				2,298,658

** Noncontrolling interest amounts of deficit RMB90,755, RMB36,850 and deficit RMB28,961 for the three months ended March 31, 2009, December 31, 2008 and March 31, 2008, respectively, are not presented separately in the Consolidated Statement of Earnings due to immateriality, but are reflected within the other income line item.

Ctrip.com International, Ltd.
Reconciliation of GAAP and Non-GAAP Results
(In RMB, except % and per share information)

		Quarter Ended March 31, 2009
		GAAP				% of Net				Share-based				% of Net				Non-GAAP				% of Net
		Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(63,322,718	)			16	%			7,242,840				2	%			(56,079,878	)			14	%
Sales and marketing			(70,724,071	)			18	%			4,025,165				1	%			(66,698,906	)			17	%
General and administrative			(41,321,278	)			10	%			15,706,497				4	%			(25,614,781	)			6	%
Total operating expenses			(175,368,067	)			44	%			26,974,502				7	%			(148,393,565	)			37	%
Income from operations			135,238,905				34	%			26,974,502				7	%			162,213,407				40	%
Net income			121,392,280				30	%			26,974,502				7	%			148,366,782				37	%
Diluted earnings per ordinary share (RMB)			3.57								0.79								4.37
Diluted earnings per ADS (RMB)			1.79								0.40								2.18
Diluted earnings per ADS (USD)			0.26								0.06								0.32

		Quarter Ended December 31, 2008
		GAAP				% of Net				Share-based				% of Net				Non-GAAP				% of Net
		Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(64,126,567	)			16	%			8,588,988				2	%			(55,537,579	)			14	%
Sales and marketing			(81,462,069	)			21	%			4,769,181				1	%			(76,692,888	)			19	%
General and administrative			(41,248,253	)			10	%			19,134,797				5	%			(22,113,456	)			6	%
Total operating expenses			(186,836,889	)			47	%			32,492,966				8	%			(154,343,923	)			39	%
Income from operations			116,960,229				30	%			32,492,966				8	%			149,453,195				38	%
Net income			121,447,452				31	%			32,492,966				8	%			153,940,418				39	%
Diluted earnings per ordinary share (RMB)			3.57								0.95								4.52
Diluted earnings per ADS (RMB)			1.78								0.48								2.26
Diluted earnings per ADS (USD)			0.26								0.07								0.33

		Quarter Ended March 31, 2008
		GAAP				% of Net				Share-based				% of Net				Non-GAAP				% of Net
		Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(53,529,592	)			16	%			8,102,104				2	%			(45,427,488	)			13	%
Sales and marketing			(65,921,612	)			19	%			5,033,868				1	%			(60,887,744	)			18	%
General and administrative			(42,723,133	)			13	%			20,319,682				6	%			(22,403,451	)			7	%
Total operating expenses			(162,174,337	)			48	%			33,455,654				10	%			(128,718,683	)			38	%
Income from operations			110,317,693				32	%			33,455,654				10	%			143,773,347				42	%
Net income			98,849,438				29	%			33,455,654				10	%			132,305,092				39	%
Diluted earnings per ordinary share (RMB)			2.86								0.97								3.83
Diluted earnings per ADS (RMB)			1.43								0.48								1.92
Diluted earnings per ADS (USD)			0.20								0.07								0.27

Notes for all the financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the noon buying rate of USD1.00=RMB6.8329 on March 31, 2009 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.

Note 2: Certain prior year amounts have been reclassified with no effect on net income or retained earnings to conform to the 2009 financial information presentation.

Note 3: Effective on July 31, 2007, Company changed ratio of the American Depositary Shares (“ADSs”) to ordinary shares from one (1) ADS representing one (1) ordinary shares to two (2) ADS representing one (1) ordinary share. The change is reflected retroactively in the numbers for all the periods presented above.