0001193125-20-102627 | 20-F | XBRL Viewer

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Cover Page	12 Months Ended
Cover Page	Dec. 31, 2019 shares
Document Information [Line Items]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Entity Registrant Name	Trip.com Group Ltd
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	200335
Entity Address, Address Line One	968 Jin Zhong Road
Entity Address, Country	CN
Entity Address, City or Town	Shanghai
Entity Incorporation, State or Country Code	E9
Entity Common Stock, Shares Outstanding	74,086,404
Security Exchange Name	NASDAQ
Title of 12(b) Security	American depositary shares
Trading Symbol	TCOM
Entity Central Index Key	0001269238
Business Contact [Member]
Document Information [Line Items]
Entity Address, Postal Zip Code	200335
Entity Address, Address Line One	968 Jin Zhong Road
Entity Address, Country	CN
Entity Address, City or Town	Shanghai
Contact Personnel Name	Jane Jie Sun
Contact Personnel Fax Number	5251-0000
City Area Code	21
Local Phone Number	3406-4880

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME/(LOSS) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares	Dec. 31, 2017 CNY (¥) ¥ / shares shares
Revenues:
Total revenues	$ 5,129	¥ 35,716	¥ 31,104	¥ 26,993
Less: Sales tax and surcharges	(7)	(50)	(139)	(197)
Net revenues	5,122	35,666	30,965	26,796
Cost of revenues	(1,059)	(7,372)	(6,324)	(4,678)
Gross profit	4,063	28,294	24,641	22,118
Operating expenses:
Product development	(1,533)	(10,670)	(9,620)	(8,259)
Sales and marketing	(1,335)	(9,295)	(9,596)	(8,294)
General and administrative	(472)	(3,289)	(2,820)	(2,622)
Total operating expenses	(3,340)	(23,254)	(22,036)	(19,175)
Income from operations	723	5,040	2,605	2,943
Interest income	301	2,094	1,899	988
Interest expense	(241)	(1,677)	(1,508)	(1,286)
Other income/(expense)	521	3,630	(1,075)	879
Income before income tax expense and equity in loss of affiliates	1,304	9,087	1,921	3,524
Income tax expense	(250)	(1,742)	(793)	(1,285)
Equity in loss of affiliates	(50)	(347)	(32)	(65)
Net Income	1,004	6,998	1,096	2,174
Net (income)/loss attributable to non-controlling interests	8	57	16	(19)
Accretion to redemption value of redeemable non-controlling interests	(6)	(44)
Net Income attributable to Trip.com Group Limited	1,006	7,011	1,112	2,155
Net Income	1,004	6,998	1,096	2,174
Other comprehensive income/(expense):
Foreign currency translation	(40)	(289)	(1,072)	723
Unrealized securities holding gains/(losses), net of tax	38	266	(696)	4,686
Reclassification adjustment for net gain recognized on disposal of available-for-sale debt investment \| ¥				(40)
Total comprehensive income/(loss)	1,002	6,975	(672)	7,543
Comprehensive (income)/loss attributable to non-controlling interests	2	13	16	(19)
Comprehensive income/(loss) attributable to Trip.com Group Limited	$ 1,004	¥ 6,988	¥ (656)	¥ 7,524
Weighted average ordinary shares outstanding
- Basic shares (in shares)	70,983,996	70,983,996	68,403,426	66,300,808
- Diluted shares (in shares)	80,244,014	80,244,014	70,924,623	71,775,893
Product development
Share-based compensation included in Operating expense above is as follows:
Share-based compensation	$ 132	¥ 919	¥ 934	¥ 1,013
Sales and marketing
Share-based compensation included in Operating expense above is as follows:
Share-based compensation	21	144	156	186
General and administrative
Share-based compensation included in Operating expense above is as follows:
Share-based compensation	$ 94	¥ 651	¥ 617	¥ 635
Ordinary shares
Earnings per ordinary share
- (Loss)/earnings per ordinary share/ADS, Basic (in RMB or dollars per share) \| (per share)	$ 14.19	¥ 98.78	¥ 16.25	¥ 32.51
- Loss)/earnings per ordinary share/ADS, Diluted (in RMB or dollars per share) \| (per share)	13.22	92.02	15.67	30.75
ADS
Earnings per ordinary share
- (Loss)/earnings per ordinary share/ADS, Basic (in RMB or dollars per share) \| (per share)	1.77	12.35	2.03	4.06
- Loss)/earnings per ordinary share/ADS, Diluted (in RMB or dollars per share) \| (per share)	$ 1.65	¥ 11.50	¥ 1.96	¥ 3.84
Accommodation reservation
Revenues:
Total revenues	$ 1,941	¥ 13,514	¥ 11,580	¥ 9,531
Transportation ticketing
Revenues:
Total revenues	2,004	13,952	12,947	12,221
Packaged-tour
Revenues:
Total revenues	651	4,534	3,772	2,973
Corporate travel
Revenues:
Total revenues	180	1,255	981	753
Others
Revenues:
Total revenues	$ 353	¥ 2,461	¥ 1,824	¥ 1,515

CONSOLIDATED BALANCE SHEETS ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Current assets:
Cash and cash equivalents	$ 2,862	¥ 19,923	¥ 21,530
Restricted cash	262	1,824	4,244
Short-term investments	3,312	23,058	36,753
Accounts receivable, net	1,100	7,661	5,668
Due from related parties	399	2,779	1,642
Prepayments and other current assets	1,826	12,710	9,557
Total current assets	9,761	67,955	79,394
Long-term deposits and prepayments	144	1,000	768
Long-term loan receivable	3	21
Long-term receivables due from related parties	4	25	229
Land use rights	13	91	94
Property, equipment and software	881	6,135	5,872
Investments	7,366	51,278	26,874
Goodwill	8,375	58,308	58,026
Intangible assets	1,892	13,173	13,723
Right-of-use assets	173	1,207
Deferred tax assets	140	976	850
Total assets	28,752	200,169	185,830
Current liabilities:
Short-term debt and current portion of long-term debt	4,383	30,516	36,011
Accounts payable	1,766	12,294	11,714
Due to related parties	57	400	492
Salary and welfare payable	694	4,829	3,694
Taxes payable	208	1,449	1,019
Advances from customers	1,677	11,675	9,472
Accrued liability for customer reward program	69	478	528
Other payables and accruals	1,083	7,541	5,854
Total current liabilities	9,937	69,182	68,784
Deferred tax liabilities	516	3,592	3,838
Long-term debt	2,806	19,537	24,146
Long-term lease liability	108	749
Other long-term liabilities	38	264	329
Total liabilities	13,405	93,324	97,097
Commitments and contingencies (Note 20)
MEZZANINE EQUITY
Redeemable non-controlling interests	164	1,142
Shareholders' equity
Share capital (US$0.01 par value; 175,000,000 shares authorized, issued shares as of December 31, 2018 and 2019: 72,051,945 and 77,015,525; outstanding shares as of December 31, 2018 and 2019: 69,122,824 and 74,086,404)	1	6	5
Additional paid-in capital	12,010	83,614	73,876
Statutory reserves	91	635	484
Accumulated other comprehensive loss	(216)	(1,505)	(1,482)
Retained earnings	3,275	22,803	15,943
Less: Treasury stock (2,929,121 and 2,929,121 shares as of December 31, 2018 and 2019, respectively)	(303)	(2,111)	(2,111)
Total Trip.com Group Limited shareholders' equity	14,858	103,442	86,715
Non-controlling interests	325	2,261	2,018
Total shareholders' equity	15,183	105,703	88,733
Total liabilities, mezzanine equity and shareholders' equity	$ 28,752	¥ 200,169	¥ 185,830

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Shareholders' equity
Share capital, par value (in dollars per share)	$ 0.01	$ 0.01
Share capital, shares authorized	175,000,000	175,000,000
Share capital, shares issued	77,015,525	72,051,945
Share capital, shares outstanding	74,086,404	69,122,824
Treasury stock, shares	2,929,121	2,929,121

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ¥ in Millions, $ in Millions	USD ($) shares	CNY (¥) shares	Ordinary shares CNY (¥) shares	Additional paid-in capital CNY (¥)	Statutory reserves CNY (¥)	Accumulated other comprehensive income/(loss) CNY (¥)	Retained earnings CNY (¥)	Treasury stock CNY (¥) shares	Total Ctrip's shareholders' equity CNY (¥)	Non-controlling interests CNY (¥)
Balance at Dec. 31, 2016		¥ 75,650	¥ 5	¥ 65,820	¥ 238	¥ 1,010	¥ 6,829	¥ (2,236)	¥ 71,666	¥ 3,984
Balance (in shares) at Dec. 31, 2016 \| shares			64,155,412					(3,247,307)
Changes in shareholders' equity
Issuance of ordinary shares for the exercise of stock options		¥ 621		621					621
Issuance of ordinary shares for the exercise of stock options (in shares) \| shares	1,353,697	1,353,697	1,639,073
Share-based compensation		¥ 1,834		1,834					1,834
Appropriations to statutory reserves					146		(146)
Foreign currency translation adjustments		723				723			723
Unrealized securities holding gains		4,686				4,686			4,686
Reclassification adjustment resulting from disposal of available-for-sale debt investment		(40)				(40)			(40)
Early Termination of Call Option		650		650					650
Issuance of ordinary shares for early Conversion of Convertible Notes		2,234		2,234					2,234
Early Termination of Convertible Notes		162		37				¥ 125	162
Issuance of ordinary shares for early Conversion of Convertible Notes (in shares) \| shares			1,043,375
Early Termination of Convertible Notes (in shares) \| shares			318,170					318,170
Net income		2,174					2,155		2,155	19
Acquisition of additional shares in subsidiaries		(2,313)		145					145	(2,458)
Acquisition of additional shares in subsidiaries ( in Shares) \| shares			444,624
Business combination		234								234
Balance at Dec. 31, 2017		86,615	¥ 5	71,341	384	6,379	8,838	¥ (2,111)	84,836	1,779
Balance (in shares) at Dec. 31, 2017 \| shares			67,600,654					(2,929,137)
Changes in shareholders' equity
Issuance of ordinary shares for the exercise of stock options		¥ 653		653					653
Issuance of ordinary shares for the exercise of stock options (in shares) \| shares	1,050,382	1,050,382	1,522,154
Share-based compensation		¥ 1,707		1,707					1,707
Appropriations to statutory reserves					100		(100)
Foreign currency translation adjustments		(1,072)				(1,072)			(1,072)
Unrealized securities holding gains		(696)				(696)			(696)
Early Termination of Convertible Notes (in shares) \| shares			16					16
Net income		1,096					1,112		1,112	(16)
Issuance of additional equity stake by subsidiaries		394								394
Disposal of shares in subsidiaries		(30)		4					4	(34)
Acquisition of additional shares in subsidiaries		(602)		(224)					(224)	(378)
Non-controlling interest in subsidiary disposed of in Business Combination		399		395					395	4
Business combination		269								269
Balance at Dec. 31, 2018		88,733	¥ 5	73,876	484	(1,482)	15,943	¥ (2,111)	86,715	2,018
Balance (in shares) at Dec. 31, 2018 \| shares			69,122,824					(2,929,121)
Changes in shareholders' equity
Cumulative effect of adoption of new accounting standard (Note 2)						(6,093)	6,093
Issuance of ordinary shares for the exercise of stock options		¥ 467		467					467
Issuance of ordinary shares for the exercise of stock options (in shares) \| shares	735,416	735,416	854,749
Share-based compensation		¥ 1,714		1,680					1,680	34
Appropriations to statutory reserves					151		(151)
Foreign currency translation adjustments	$ (40)	(289)				(289)			(289)
Unrealized securities holding gains		266				266			266
Accretion of redeemable non-controlling interests	(6)	(44)					(44)		(44)
Net income	1,004	6,998					7,055		7,055	(57)
Deconsolidation of shares in subsidiaries		(45)								(45)
Issuance of additional equity stake by subsidiaries		19								19
Disposal of shares in subsidiaries		2		2					2
Equity transaction in which a non-controlling interest in a subsidiary is exchanged for a non-controlling interest in another subsidiary				(25)					(25)	25
Business combination		267								267
Share issuance for the investments		7,615	¥ 1	7,614					7,615
Share issuance for the investments (in shares) \| shares			4,108,831
Balance at Dec. 31, 2019	$ 15,183	¥ 105,703	¥ 6	¥ 83,614	¥ 635	¥ (1,505)	¥ 22,803	¥ (2,111)	¥ 103,442	¥ 2,261
Balance (in shares) at Dec. 31, 2019 \| shares			74,086,404					(2,929,121)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Ordinary shares, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01

CONSOLIDATED STATEMENTS OF CASH FLOWS
¥ in Millions, $ in Millions

12 Months Ended

Dec. 31, 2019

USD ($)

Dec. 31, 2019

CNY (¥)

Dec. 31, 2018

CNY (¥)

Dec. 31, 2017

CNY (¥)

Cash flows from operating activities:

Net income

$ 1,004

¥ 6,998

¥ 1,096

¥ 2,174

Adjustments to reconcile net income to cash provided by operating activities:

Share-based compensation

247

1,714

1,707

1,834

Equity in loss of affiliates

347

Loss from disposal of property, equipment and software

Gain on deconsolidation of subsidiaries

(23)

(161)

Gain on disposal of long-term investment

(46)

(318)

(1,181)

(1,416)

(Gain)/loss from disposal of a subsidiary

(11)

Impairments of long-term investment

205

411

Provision/(settlement) of provision and contingent liability balances related to an equity method investment

(87)

(603)

967

Changes in fair value for equity investments measured at fair value

(335)

(2,334)

3,064

Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition

(28)

(196)

(249)

Gain on foreign currency forwards

(15)

(105)

Provision for doubtful accounts

191

Depreciation of property, equipment and software

656

546

490

Amortization of intangible assets and land use rights

440

436

393

Amortization of right of use assets

354

Deferred income tax benefits

(25)

(176)

(632)

(168)

Changes in current assets and liabilities, net of assets acquired and liabilities assumed/disposed of in business combinations/dispositions, net of deconsolidations:

Increase in accounts receivable

(293)

(2,041)

(704)

(52)

Decrease/(increase) in due from related parties

(151)

(1,054)

(1,280)

259

Decrease/(increase) in prepayments and other current assets

(322)

(2,245)

(2,039)

410

Decrease/(increase) in long-term receivables

146

(41)

Increase in accounts payable

540

3,687

171

(Decrease)/increase in due to related parties

(359)

Increase in salary and welfare payable

164

1,143

220

954

(Decrease)/increase in taxes payable

407

(140)

(Decrease)/increase in advances from customers

318

2,211

1,333

(341)

Decrease in accrued liability for customer reward program

(7)

(50)

(82)

(49)

Increase in other payables and accruals

168

1,163

914

1,282

Net cash provided by operating activities

1,055

7,333

7,115

7,069

Cash flows from investing activities:

Purchase of property, equipment and software

(118)

(823)

(673)

(471)

Cash paid for long-term investments

(2,274)

(15,834)

(4,387)

(1,541)

Cash paid for business combinations, net of cash acquired

(31)

(212)

(309)

Purchase of intangible assets

(2)

(11)

(35)

(23)

(Increase)/decrease in short-term investments

2,156

15,011

(8,811)

(13,936)

Cash received from loans to the users

367

2,553

1,022

441

Cash paid for loans to the users

(395)

(2,748)

(998)

(580)

Net change in loans to the users with terms of less than three months

(156)

(1,084)

(918)

(252)

Cash received from disposal of long-term investments

103

719

723

1,453

Cash used from deconsolidation of a subsidiary, net of cash disposed

(3)

Cash used from disposal of subsidiaries, net of cash received

(2)

(11)

Net cash used in investing activities

(347)

(2,413)

(14,078)

(15,229)

Cash flows from financing activities:

Proceeds from/(repayment of) short-term bank loans, net

(442)

(3,079)

11,768

2,137

Proceeds from long-term bank loans

739

5,146

2,973

6,202

Repayment of long-term loan, including current portion

(452)

(3,147)

Proceeds from exercise of share options

467

677

732

Cash paid for acquisition of additional equity stake in subsidiaries

(32)

(220)

(1,196)

(1,759)

Cash paid for settlement of convertible notes

(1,443)

(10,048)

(3,297)

Proceeds from securitization debt

154

1,074

608

Cash paid for settlement of securitization debt

(87)

(608)

Cash received from non-controlling shareholders

166

1,159

393

Proceeds from Early Termination of Purchased Call Option

650

Net cash provided/(used) by financing activities

(1,330)

(9,256)

11,926

8,020

Effect of foreign exchange rate changes on cash and cash equivalents, restricted cash

309

819

(47)

Net (decrease)/increase in cash and cash equivalents, restricted cash

(578)

(4,027)

5,782

(187)

Cash and cash equivalents, restricted cash, beginning of year

3,702

25,774

^[1]

19,992

^[1]

20,179

Cash and cash equivalents, restricted cash, end of year

^[1]

3,124

21,747

25,774

19,992

Supplemental disclosure of cash flow information

Cash paid during the year for income taxes

215

1,496

1,315

1,575

Cash paid for interest, net of amounts capitalized

235

1,637

1,444

1,218

Supplemental schedule of non-cash investing and financing activities

Conversion of convertible senior notes

2,396

Non-cash consideration paid for business acquisitions, investments and non-controlling interest

(57)

(400)

(942)

(1,179)

Share issuance as the consideration for equity investment

(1,094)

(7,615)

$ (21)

¥ (144)

(22)

(42)

Unpaid cash consideration for business acquisitions and acquisition of additional shares of subsidiary

¥ (188)

¥ (626)

[1]	As of December 31, 2017, cash and cash equivalents and restricted cash are RMB18.2 billion and RMB1.7 billion respectively.

CONSOLIDATED STATEMENTS OF CASH FLOWS (parenthitical) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Statement of Cash Flows [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 2,862	¥ 19,923	¥ 21,530	¥ 18,200
Restricted cash	$ 262	¥ 1,824	¥ 4,244	¥ 1,700

ORGANIZATION AND NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2019

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, VIEs and VIEs’ subsidiaries. The Company, its subsidiaries, the consolidated VIEs and their subsidiaries are collectively referred to as the “Group”.

The Group is principally engaged in the provision of travel related services including accommodation reservation, transportation ticketing, packaged-tour, corporate travel management services, as well as, to a much lesser extent, Internet-related advertising and other related services.

PRINCIPAL ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2019

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 (“US GAAP”).

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.

Consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and VIEs’ subsidiaries. All significant transactions and balances between the Company, its subsidiaries, 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 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 accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries, consolidated VIEs and VIEs’ subsidiaries:

The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries:


Name of VIE and VIEs’ subsidiaries		Date of establishment/acquisition

Shanghai Ctrip Commerce Co., Ltd. (“Shanghai Ctrip Commerce”)		Established on July 18, 2000

Shanghai Huacheng Southwest International Travel Agency Co., Ltd. (“Shanghai Huacheng”, formerly known as Shanghai Huacheng Southwest Travel Agency Co., Ltd.)		Established on March 13, 2001

Chengdu Ctrip Travel Agency Co., Ltd. (“Chengdu Ctrip”)		Established on January 8, 2007

Beijing Qu Na Information Technology Company Limited (“Qunar Beijing”)		Established on March 17, 2006

The Company is considered the primary beneficiary of a VIE or VIEs’ subsidiary and consolidated the VIE or VIEs’ subsidiary if the Company had variable interests, that will absorb the entity’s expected losses, receive the entity’s expected residual returns, or both.

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 Group’s participation in Internet content provision, advertising business, travel agency and

air-ticketing

services in the People’s Republic of China (“PRC”) where foreign ownership is restricted. From 2015, the Company restructured its business lines to change some of its VIEs to its wholly owned subsidiaries, which carry out the businesses that are not foreign ownerships restricted.

Shanghai Ctrip Commerce is a domestic company incorporated in Shanghai, the PRC. Shanghai Ctrip Commerce holds a value-added telecommunications business license and is primarily engaged in the provision of advertising business on the Internet website. Two senior officers of the Company collectively hold 100% of the equity interest in Shanghai Ctrip Commerce. The registered capital of Shanghai Ctrip Commerce was RMB900,000,000 as of December 31, 2019.

Shanghai Huacheng is a domestic company incorporated in Shanghai, the PRC. Shanghai Huacheng holds a domestic travel agency license and mainly provides domestic tour services and

air-ticketing

services. Shanghai Ctrip Commerce holds 100% of the equity interest in Shanghai Huacheng. The registered capital of Shanghai Huacheng was RMB100,000,000 as of December 31, 2019.

Chengdu Ctrip is a domestic company incorporated in Chengdu, the PRC. Chengdu Ctrip holds

domestic travel agency license and is engaged in the provision of

air-ticketing

service. Two senior officers of the Company hold 100% of the equity interest in Chengdu Ctrip. The registered capital of Chengdu Ctrip was RMB500,000,000 as of December 31, 2019.

Qunar Beijing is a domestic company incorporated in Beijing, the PRC. Qunar Beijing holds various domestic and cross-border business licenses of Qunar. Two senior officers of the Company hold 100% of the equity interest in Qunar Beijing. The registered capital of Qunar Beijing was RMB11,000,000 as of December 31, 2019.

The capital injected by senior officers or senior officer’s family member are funded by the Company and are recorded as long-term business loans to related parties. The Company does not have any ownership interest in these VIEs and VIEs’ subsidiaries.

As of December 31, 2019, the Company has various agreements with its consolidated VIEs and VIEs’ subsidiaries, including loan agreements, exclusive technical consulting and services agreements, share pledge agreements, exclusive option agreements and other operating agreements.

Details of certain key agreements with the VIEs are as follows:

Powers of Attorney:

Each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, signed an irrevocable power of attorney to appoint Ctrip Travel Network

Ctrip Travel Information, as

attorney-in-fact

to vote, by itself or any other person to be designated at its discretion, on all matters of the applicable consolidated affiliated Chinese entities. Each such power of attorney will remain effective as long as the applicable consolidated affiliated Chinese entity exists, and such shareholders of the applicable consolidated affiliated Chinese entities are not entitled to terminate or amend the terms of the power of attorneys without prior written consent from us.

As of the date of this annual report, each of the shareholders of Qunar Beijing, 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’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. Each such power of attorney is effective until such time as such relevant shareholder ceases to hold any equity interest in Qunar Beijing. The terms of the power of attorney with respect to Qunar Beijing are otherwise substantially similar to the terms described in the foregoing paragraph.

Technical Consulting and Services Agreements:

Ctrip Travel Information and Ctrip Travel Network, each a wholly owned PRC subsidiary of ours, provide our consolidated affiliated Chinese entities, except for Qunar Beijing, with technical consulting and related services and staff training and information services on an exclusive basis. We also maintain their network platforms. In consideration for our services, our consolidated affiliated Chinese entities agree to pay us service fees as calculated in such manner as determined by us from time to time based on the nature of service, which may be adjusted periodically. For 2019, our consolidated affiliated Chinese entities paid Ctrip Travel Information a quarterly fee based on the number of transportation tickets sold in the quarter, at an average rate

RMB4 (US$0.5) per ticket. Although the service fees are typically determined based on the number of transportation tickets sold, given the fact that the nominee shareholders of such consolidated affiliated Chinese entities have irrevocably appointed the employees of our subsidiaries to vote on their behalf on all matters they are entitled to vote on, we have the right to determine the level of service fees paid and therefore receive substantially all of the economic benefits of our consolidated affiliated Chinese entities in the form of service fees. Ctrip Travel Information

Ctrip Travel Network, as appropriate, will exclusively own any intellectual property rights arising from the performance of this agreement. The initial term of these agreements is 10 years and may be renewed automatically in

10-year

terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a

30-day

advance written notice to the applicable consolidated affiliate Chinese entity.

As of the date of this annual report, pursuant to the restated exclusive technical consulting and services agreement between Qunar Beijing and Qunar Software, Qunar Software provides Qunar Beijing with technical, marketing and management consulting services on an exclusive basis in exchange for service fee paid by Qunar Beijing 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 otherwise substantially similar to the terms described in the foregoing paragraph.

Share Pledge Agreements:

The shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, have pledged their respective equity interests in the applicable consolidated affiliated Chinese entities as a guarantee for the performance of all the obligations under the other contractual arrangements, including payment by such consolidated affiliated Chinese entities of the technical and consulting services fees to us under the technical consulting and services agreements, repayment of the business loan under the loan agreements and performance of obligations under the exclusive option agreements, each agreement as described herein. In the event any of such consolidated affiliated Chinese entity breaches any of its obligations or any shareholder of such consolidated affiliated Chinese entities breaches his or her obligations, as the case may be, under these agreements, we are entitled to enforce the equity pledge right and sell or otherwise dispose of the pledged equity interests after the pledge is registered with the relevant local branch of SA

, and retain the proceeds from such sale or require any of them to transfer his or her equity interest without consideration to the PRC citizen(s) designated by us. These share pledge agreements are effective until two years after the pledgor and the applicable consolidated affiliated Chinese entities no longer undertake any obligations under the above-referenced 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 along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the relevant contractual arrangements mentioned herein. After the pledge is registered with the relevant local branch of SA

, Qunar Software may enforce this pledge upon the occurrence of a settlement event or as required by the PRC law. The pledge, along with this agreement, will be effective upon registration with the local branch of the SA

, and will expire when all obligations under the relevant contractual arrangements have been satisfied or when each of Hui Cao and Hui Wang completes a transfer of equity interest and ceases to hold any equity interest in Qunar Beijing. 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 otherwise substantially similar to the terms described in the foregoing paragraph.

Loan Agreements:

Under the loan agreements we entered into with the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, we extended long-term business loans to these shareholders of our consolidated affiliated Chinese entities with the sole purpose of providing funds necessary for the capitalization or acquisition of such consolidated affiliated Chinese entities. These business loan amounts were injected into the applicable consolidated affiliated Chinese entities as capital and cannot be accessed for any personal uses. The loan agreements shall remain effective until the parties have fully performed their respective obligations under the agreement, and the shareholders of such consolidated affiliated Chinese entities have no right to unilaterally terminate these agreements. In the event that the PRC government lifts its substantial restrictions on foreign ownership of the travel agency, or value-added telecommunications business in China, as applicable, we will exercise our exclusive option to purchase all of the outstanding equity interests of our consolidated affiliated Chinese entities, as described in the following paragraph, and the loan agreements will be cancelled in connection with such purchase. However, it is uncertain when, if at all, the PRC government will lift any or all of these restrictions.

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 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 15 calendar days after it is aware of such event. The terms of this loan agreement is otherwise substantially similar to the terms described in the foregoing paragraphs.

Exclusive Option Agreements:

As consideration for our entering into the loan agreements described above, each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, has granted us an exclusive, irrevocable option to purchase, or designate one or more person(s) at our discretion to purchase, all of their equity interests in the applicable consolidated affiliated Chinese entities at any time we desire, subject to compliance with the applicable PRC laws and regulations. We may exercise the option by issuing a written notice to the

shareholder of

relevant consolidated affiliated Chinese entity. The purchase price shall be equal to the contribution actually made by the shareholder for the relevant equity interest. Therefore, if we exercise these options, we may choose to cancel the outstanding loans we extended to the shareholders of such consolidated affiliated Chinese entities pursuant to the loan agreements as the loans were used solely for equity contribution purposes. The initial term of these agreements is 10 years and may be renewed automatically in

10-year

terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a written notice to the

shareholder of

applicable consolidated affiliate Chinese entity.

Hui Cao and Hui Wang also entered into an equity option agreement with Qunar, Qunar Software and Qunar Beijing. 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’s shareholders until all of the equity interest has been transferred or Qunar and Qunar Software terminates the agreement unilaterally with 30 days’ prior written notice.

Our consolidated affiliated Chinese entities and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of our consolidated affiliated Chinese entities without our prior written consent. They also agree to accept our guidance with respect to

day-to-day

operations, financial management systems and the appointment and dismissal of key employees.

Risks in relation to contractual arrangements between the Company’s PRC subsidiaries and its affiliated Chinese entities:

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 affiliated Chinese entities 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. Since 1979, PRC legislation and regulations have significantly enhanced the foreign investments in China. However, since the PRC legal system is still evolving, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit remedies available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. 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, substantial 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. 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. 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 substantial 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 our operations, products and services and may incur additional compliance cost, which may in turn materially and adversely affect our business, financial condition and results of operations.

Summary financial information of the Group’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 RMB2.1 billion as of December 31, 2019. 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 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:


	As of December 31,
	2018			2019
	RMB(in millions)			RMB(in millions)
Total assets		26,574			33,394
Less: Inter-company receivables		(5,228	)		(8,235	)
Total assets excluding inter-company		21,346			25,159
Total liabilities		23,405			29,594
Less: Inter-company payables		(14,117	)		(18,689	)
Total liabilities excluding inter-company		9,288			10,905

As of December 31, 2018 and 2019, the VIEs’ assets mainly consisted of cash and cash equivalent (December 31, 2018: RMB7.2 billion, December 31, 2019: RMB6.9 billion), short-term investment (December 31, 2018: RMB4.3 billion, December 31, 2019: RMB4.0 billion), accounts receivable (December 31, 2018: RMB2.9 billion, December 31, 2019: RMB4.3 billion), prepayments and other current assets (December 31, 2018: RMB3.6 billion, December 31, 2019: RMB5.1 billion) and investments

(non-current)

(December 31, 2018: RMB2.3 billion, December 31, 2019: RMB3.7 billion). The inter-company receivables of RMB5.2 billion and RMB

8.2

billion as of December 31, 2018 and 2019 mainly represented the

receivables by a VIE to one of the Company’s wholly-owned subsidiaries for treasury cash management purpose.

As of December 31, 2018 and 2019, the VIEs’ liabilities mainly consisted of accounts payable (December 31, 2018: RMB3.4 billion, December 31, 2019: RMB3.7 billion), other payables and accruals (December 31, 2018: RMB1.7 billion, December 31, 2019: RMB1.7 billion), advance from customers (December 31, 2018: RMB2.3 billion, December 31, 2019: RMB3.2 billion) and short-term debt (December 31, 2018: RMB1.2 billion, December 31, 2019: RMB365

illion). The inter-company payables of RMB14.1 billion and RMB

18.7

billion as of December 31, 2018 and 2019 mainly represented

service fees payable to the WFOEs

(Ctrip Travel Information, Ctrip Travel Network, and Qunar Software each a wholly owned PRC subsidiary of

ours, “WFOEs”) under

the technical consulting and services agreements, which are operational in nature from the VIEs and their subsidiaries’ perspectives.

The following table set forth the summary of results of operations of the VIEs and their subsidiaries of the Company:


	For the year ended December 31,
	2017		2018		2019
	RMB(in millions)		RMB(in millions)		RMB(in millions)
Net revenues		8,237		8,357		9,572
Cost of revenues		2,490		2,983		3,627
Net income		863		170		89

As aforementioned, the VIEs mainly conduct transportation ticketing and advertising businesses. Revenues from VIEs accounted for around 27% of the Company’s total revenues in 2019.

The VIEs’ net income before the deduction of the inter-company consulting fee charges were RMB2.7 billion, RMB1.5 billion and RMB1.7 billion for the years ended December 31, 2017, 2018 and 2019, respectively.

The WFOEs are the sole and exclusive provider of technical consulting and related services and information services for the VIEs. Pursuant to the Exclusive Technical Consulting and Service Agreements, the VIEs pay service fees to the WFOEs based on the VIEs’ actual operating results. The WFOEs are entitled to receive substantially all of the net income and transfer a majority of the economic benefits in the form of service fees from the VIEs and VIEs’ subsidiaries to the WFOEs. For remaining undistributed retained earnings, tax planning strategies are in place to support their enterprise income tax free treatment.

The amount of service fees paid by all the VIEs as a percentage of the VIEs’ total net income were 68.3%, 88.5% and 94.6% for the years ended December 31, 2017, 2018 and 2019, respectively.

The following tables set forth the summary of cash flow activities of the VIEs and their subsidiaries of the Company:


	For the year ended December 31,
	2017		2018		2019
	RMB(in millions)		RMB(in millions)		RMB(in millions)
Net cash provided by/ (used in) operating activities		1,232		591		(517	)
Net cash used in investing activities		—		—		—
Net cash provided by financing activities		—		—		—

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 Group’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 quoted by the People’s Bank of China (the “PBOC”) and the Hong Kong Association of Banks (the “HKAB”), prevailing or averaged at the dates of the transaction for PRC and Hong Kong subsidiaries respectively. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income and comprehensive income. Monetary assets and liabilities denominated in foreign currencies are remeasured using the applicable exchange rates quoted by the PBOC and HKAB at the balance sheet dates. All such exchange gains and losses are included in the consolidated statements of income/(loss).

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 period. The exchange differences for the translation of group companies with

non-RMB

functional currency into the RMB are included in foreign currency translation adjustments, which is a separate component of shareholders’ equity on the consolidated financial statements.

The foreign currency translation adjustments are not subject to tax.

Translations of amounts from RMB into US$ are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB

6.9618

on December 31, 2019, representing the certificated exchange rate published by the Federal Reserve Board. No representation is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate.

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 Group’s restricted cash is substantially cash balance on deposit required by its business partners and commercial banks.

Short-term investments

Short-term investments represent i) held-to-maturity investments which are due in one year and stated at amortized cost; ii) the investments issued by commercial banks or other financial institutions with a variable interest rate indexed to the performance of underlying assets within one year, and iii) foreign currency forward contracts which are short-term. These investments are stated at fair value. Changes in the fair value are reflected in the consolidated statements of income and comprehensive income.

Derivative Instruments

Derivative instruments are carried at fair value. The fair values of the derivative financial instruments generally represent the estimated amounts expect to receive or pay upon termination of the contracts as of the reporting date.

The Group’s derivative instruments primarily consisted of foreign currency forward contracts which 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 Group’s earnings, cash flows and financial position. As the derivative instruments do not qualify for hedge accounting treatment, changes in the fair value are reflected in other income of the consolidated statements of income and comprehensive income. The Company started to enter into derivative instruments contracts in 2019. As of December 31, 2019 and for the year then ended, the balance of the derivative instruments and the total amount of fair value changes is not material.

Installment credit and nonrecourse securitization debt

The Company provides installment credit solutions to users. Such amounts are recorded at the outstanding principal amount less allowance for doubtful accounts, 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 institution and set up a securitization vehicle which issued revolving debt securities to third party investors. 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 vehicles. The proceeds from the issuance of debt securities are reported as securitization debt. The securities are repaid as collections on the underlying collateralized assets occur and the amounts are included in “short-term debt and current portion of long-term debt” (Note 12) or “long-term debt” (Note 17) according to the contractual maturities of the debt securities.

As of December 31, 2018 and December 31, 2019, the

collateralized receivable related to financial services were

RMB733

million and

RMB

1.2

illion, respectively, and the

non-

collateralized receivable

related to financial services were RMB

818

million and

RMB

1.6

illion, respectively.

As of December 31, 2018 and 2019, the total allowance for the receivable related to financial services was not material. The Company recognized the interest income from the receivable related to financial services in Revenue – Others. The interest expenses in relation to the nonrecourse securitization debt were recognized in the cost of revenue. For the years ended December 31, 2018 and 2019, the interest incomes and the interest expenses were not material.

The gross amount of the credits provided to users is presented in the investing section of the cash flow statement unless the term of the receivables is 3 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 years
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

debt securities.

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

common stock. Unrealized gains on transactions between the Company and an affiliated entity are eliminated to the extent of the Company’s interest in the affiliated entity, unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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. Prior to fiscal 2018, these securities were accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment.

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. Prior to 2018, these securities were classified as

available-for-sale

securities and measured and recorded at fair value with unrealized changes in fair value recorded through other comprehensive income.

On January 1, 2018, the Company adopted financial instruments accounting standard ASU No. 2016-01, which requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The standard also require

the Company to reclassify the accumulated unrealized gain or loss of the equity investments measure

at fair value that were previously recognized in other comprehensive income to retained earnings on the date of the adoption. Upon the adoption, the Company reclassified approximately RMB6.1 billion of accumulated other comprehensive income, reflective of the net unrealized gain for the equity securities

with

readily determi

nable fair values

that existed as of January 1, 2018, into retained earnings.

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.

Debt securities that the company has the intent to hold the security for an indefinite period or may sell the security in response to the changes in economic conditions are classified as

available-for-sale

debt securities and reported at fair value. Unrealized gains and losses (other than impairment losses) are reported, net of the related tax effect, in other comprehensive income (OCI). Upon sale, realized gains and losses are reported in net income.

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 Group primarily comprise of cash and cash equivalents, restricted cash, time deposits, financial products, derivative

nstruments, 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, other short-term liabilities and long-term debts. As of December 31, 2018 and 2019, except for derivative

nstruments, long-term debt, equity securities and

available-for-sale

debt investments, carrying values of these financial instruments approximated their fair values because of their generally short maturities. The Company reports derivative

nstruments, 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 income and comprehensive 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 Group 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

interests. The excess of the (i) the total of cost of acquisition, fair value of the

non-controlling

interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of income and comprehensive income.

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, 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. The amount excess of the purchase price over the fair value of the identifiable assets and liabilities acquired is recorded as goodwill. The major acquisitions during the periods presented are as follows:

In November 2019, the Company obtained control of an online travel agency company in which the Company previously had held 51% equity interest with substantive participating rights being held by the non-controlling shareholder. The Company obtained control of the acquiree when the non-controlling shareholder agreed to remove these substantive participating rights. The deemed consideration was the previous held 51% equity interest with the fair value of RMB259 million. The net assets assumed based on their fair values was RMB115 million, including cash acquired with amount of RMB11 million. The fair value of non-controlling interest was measured as RMB249 million, taking into account a non-controlling discount. The goodwill recognized for the acquisition was RMB393 million which is primarily reflects the expected synergies. The Company also recognized a gain from the re-measurement of its previously held equity interest to the fair value with amount of RMB196 million and reported in other income (Note 2). Based on the Company’s assessment, the financial results of the acquiree were not material to the Company and the supplement pro-forma financial information is therefore not presented.

In May 2018, the Company consummated a step acquisition by acquiring substantially all the remaining equity interest of an offline travel agency company in which the Company previously held approximately 48% equity interest. The total purchase consideration was RMB1.1 billion which included the cash consideration of RMB198 million, the fair value of the previously held equity interest of RMB543 million and equity interest representing a 1.9%

non-controlling

interest of one of the Company’s subsidiaries with the fair value of RMB399 million which is determined on Level 3 measures. The Company recognized a gain from the

re-measurement

of its previously held equity interest to the fair value with amount of RMB249 million and reported in other income (Note 2). The Company recognized the

non-controlling

interest of the equity interest disposed at the book value of the proportionate shares of the net assets of the subsidiary with amount of RMB4 million and the difference between the fair value of the

non-controlling

interest with the book value of RMB395 million recorded as additional

paid-in

capital.

The net liability assumed based on their fair values was RMB212 million, including cash acquired with amount of RMB482 million. The fair value of

non-controlling

interest amounting to RMB15 million was measured based on the purchase price, taking into account a discount reflective of the

non-controlling

nature of the interest. The newly identifiable intangible assets were RMB269 million which primarily consist of brand name which is amortized over 10 years on a straight-line basis. The deferred tax liability of RMB67 million as recognized in associated with the identifiable intangible assets. The goodwill recognized for the acquisition was RMB1.2 billion which is primarily made up of the expected synergies from combining operations of the acquiree and the acquirer, which do not qualify for separate recognition.

Other than the acquisitions disclosed above, none of other acquisition occurred during the periods presented was material to its businesses or financial results. Other immaterial acquisitions in 2017, 2018 and 2019 with total consideration of RMB251 million, RMB553 million and RMB17 million respectively resulted in goodwill increase of RMB291 million, RMB621 million and

nil respectively, and intangible assets increase of

RMB56 million

, RMB118 million and nil respectively.

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, if an indication of impairment exists. Recoverability of goodwill is evaluated using a

two-step

process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is considered not impaired and no further testing is required. If the carrying value of the net assets assigned to a reporting unit exceeds the fair value of a reporting unit, the second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference. The Company estimates total fair value of the reporting unit using discounted cash flow analysis, and makes assumptions regarding future revenue, gross margins, working capital levels, investments in new products, capital spending, tax, cash flows, and the terminal value of the reporting unit.

As of December 31, 2019, there

was

no event or any circumstance that the Company identified, which indicated that the fair value of the Company’s reporting unit was substantially lower than the respective carrying value. There was

impairment of goodwill during the years ended December 31, 2017, 2018 and 2019. Each quarter the Company reviews the events and circumstances to determine if goodwill impairment may be indicated.

Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of

non-compete

agreements, customer list, supplier relationship, technology and business relationship as of December 31, 2018 and 2019. The Company amortizes intangible assets on a straight-line basis over their estimated useful lives, which is

three

ten years.

The estimated life of amortized intangibles is reassessed if circumstances occur that indicate the life has changed. Other intangible assets that have indefinite useful life primarily include trademark and domain names as of December 31, 2018 and 2019. The Company evaluates indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, the asset is tested for impairment. The Company estimates total fair value of the reporting unit using discounted cash flow analysis, and makes assumptions regarding future revenue, gross margins, working capital levels, investments in new products, capital spending, tax, cash flows, and the terminal value of the reporting unit.

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, 2017, 2018 and 2019.

Impairment of long-lived assets

Long-lived

assets (including intangible with definite lives) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Reviews are performed to determine whether the carrying value of asset group is impaired, based on comparison to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the Group recognizes impairment of long-lived assets to the extent the carrying amount of such assets exceeds the fair value.

Accrued liability for customer reward program

The Company’s end users participate in a loyalty points program. The points awarded from services can be redeemed for cash or used to purchase gifts on the Company’s website and mobile platforms.

The estimated incremental costs of the loyalty points program are recognized as sales and marketing expense, or as reduction of the revenue, depending on whether it can be redeemed to gifts or

red

eemed

for

cash, and accrued for as a current liability. As members redeem awards or their entitlements expire, the accrued liability is reduced correspondingly. As of December 31, 2018 and 2019, the Company’s accrued liability for its customer reward program amounted to RMB528 million and RMB478 million, respectively, based on the estimated liabilities under the customer reward program. For the years ended December 31, 2017, the expenses recognized for the customer rewards program was approximately RMB100 million. The expenses recognized for the customer rewards program were

immaterial

for the years ended December 31,

2018

and 2019.

Deferred revenue

The Group has a coupon program, through which the Group provides coupons for 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

from the hotels and reviews for hotels submitted. The end users may redeem the amount of credits in their virtual cash account in cash or voucher for their future bookings on the Company’s website and mobile platforms. The Group accounts for the estimated cost of future usage of coupons as reduction of the revenue.

Revenue recognition

On January 1, 2018, the Company adopted revenue guidance ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), using the full retrospective transition approach under which the Company’s previously issued financial statements for 2017 were retrospectively adjusted.

The

standard did not change the presentation of the Group’s revenues, which continues to be 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 Group undertakes substantive inventory risks by pre-purchasing inventories. However, the timing of revenue recognition for certain revenue streams is changed under the standard.

Accommodation reservation services

The Group receives commissions from travel suppliers for hotel room reservations through the Group’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes

non-cancellable

which is the point considered when the Company completes its performance obligation in accommodation reservation services which include reservation and various post-booking services. Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Group generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Group presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Group, generally, does not control the service provided by the travel supplier to the traveler and has no obligations for cancelled hotel reservations. The amount of accommodation reservation services revenues recognized at gross basis were

immaterial

during the years ended December 31, 2017, 2018 and 2019, respectively.

Transportation ticketing services

Transportation ticketing services revenues mainly represent revenues from tickets reservations and other related services. The Group receives commissions from travel suppliers for ticketing services through the Group’s transaction and service platform under various services agreements. Commissions from ticketing services rendered are recognized after tickets are issued as this is when the Group’s performance obligation is satisfied. The Group presents revenues from such transactions on a net basis in the statements of income as the Group, generally, does not control the service provided by the travel supplier to the traveler and has no obligations for cancelled airline ticket reservations. Loss due to obligations for cancelled ticket reservations is minimal in the past. The amount of transportation ticketing services revenues recognized at gross basis were

immaterial

during the years ended December 31, 2017, 2018 and 2019, respectively.

Packaged-tour

The Group receives referral fees from travel product providers for packaged-tour products and services through the Group’s transaction and service platform. Referral fees are recognized on the departure date of the tours as this is when the Group’s performance obligation is satisfied. The Group presents revenues from such transactions on a net basis in the statements of income when the Group does not control the service provided by the travel supplier to the traveler and has no obligations for cancelled packaged-tour products reservations. The amounts of packaged-tour products and services revenues recognized at gross basis were immaterial during the years ended December 31, 2017. While the Group expanded the merchant business in 2018 for packaged-tour products, the Group presents majority of its packaged-tour products and services revenues recognized on net basis for the year ended December 31, 2018

and 2019.

Corporate travel

Corporate travel management revenues primarily include commissions from air ticket booking, hotel reservation and packaged-tour services rendered to corporate clients. The Group contracts with corporate clients based on service fee model. Travel reservations are made via

on-line

and

off-line

services for air tickets, hotel and package-tour. Revenue is recognized on a net basis after the services are rendered and collections are reasonably assured.

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 on the website and mobile from end users. Advertising revenues are recognized ratably over the fixed term of the agreement as services are provided. The Company recognizes the interest income from the receivable related to financial services ratably over the loan period (Note 2 Installment credit and nonrecourse securitization debt).

Allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews on a periodic basis for doubtful accounts for the outstanding trade receivable balances

and the receivable related to financial services

based on historical experience and information available. Additionally, we make specific bad debt provisions based on (i) our specific assessment of the collectability of all significant accounts; and (ii) any specific knowledge we have acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require us to use substantial judgment in assessing its collectability. The following table summarized the details of the Company’s allowance for doubtful accounts:


	2017			2018			2019
	RMB (in millions)
Balance at beginning of year		59			129			156
Provision for doubtful accounts		98			69			191
Write-offs		(28	)		(42	)		(91	)

Balance at end of year		129			156			256

Cost of revenues

Cost of revenues consists primarily of payroll compensation of customer service center personnel, credit card service fee, payments to travel suppliers, telecommunication expenses, direct cost of principal travel tour services, depreciation, rentals and related expenses incurred by the Group’s transaction and service platform which are directly attributable to the rendering of the Group’s travel related services and other businesses.

Product development

Product development expenses include expenses incurred by the Group to develop the Group’s travel supplier networks as well as to maintain, monitor and manage the Group’s transaction and service platform. The Group 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. The Group expenses all costs that are incurred in connection with the planning and implementation phases of development and 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 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 RMB5.1 billion, RMB6.0 billion and RMB5.5 billion for the years ended December 31, 2017, 2018 and 2019 respectively, are charged to the statements of income as incurred.

Share-based compensation

Under ASC 718, the Company applied the Black-Scholes valuation model in determining the fair value of options granted. Risk-free interest rates are based on US Treasury yield for the terms consistent with the expected life of award at the time of grant. Expected life is based on historical exercise patterns. Expected dividend yield is determined in view of the Company’s historical dividend payout rate and future business plan. The Company estimates expected volatility at the date of grant based on historical volatilities. The Company recognizes compensation expense on all share-based awards on a straight-line basis over the requisite service period. Forfeiture rate is estimated based on historical forfeiture patterns and adjusted to reflect future change in circumstances and facts, if any. If actual forfeitures differ from those estimates, the Company may need to revise those estimates used in subsequent periods.

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 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

In October, 2007, the Company adopted a 2007 Share Incentive Plan (“2007 Incentive Plan”). As of December 31, 2018 and 2019, 3,400,231 and 2,438,190 options and 569,497 and 429,354 RSUs were outstanding under the 2007 Incentive Plan.

In June, 2017, the Company adopted a Global Share Incentive Plan (“Global Incentive Plan”). The Company granted 3,286,756 and 1,690,090 new share options and 87,465 and 18,750 new RSUs to employees with 4 year requisite service period for year ended December 31, 2018 and 2019, respectively. As of December 31, 2018 and 2019, 3,308,777 and 4,357,922 options and 67,709 and 71,742 RSUs were outstanding under the Global Incentive Plan.

In December, 2019, the Company completed a one-time

odification of

ptions (the “Modification”)

pursuant to which eligible employees were able to

exchange ever

four

the

share options that were granted under the 2017

ncentive Plan and the Global Incentive Plan, with

the

exercise price exceeding US$320 per ordinary share,

for one new

option entitling each eligible grantee to purchase one ordinary share

at the exercis

ice

US$0.01 with

the original vesting schedules remaining unchanged. As a result of the Modification,

835,849 options

were

exchange

for

209,026

new

options.

The incremental compensation cost of the Modification was immaterial.

Qunar previously adopted the 2007 Qunar Share Inventive Plan and 2015 Qunar Share Inventive Plan. Immediately prior to the closing of its going private transaction in February 2017, each outstanding vested option granted under the 2007 Qunar Share Incentive Plan and the 2015 Qunar Share Incentive Plan was exchanged for a number of Ctrip ADSs based on a ratio that ensures equivalent economic value, against the payment by the holder of the vested Qunar options of the full amount of exercise price payable; and each outstanding unvested Qunar option granted under the 2007 Qunar Share Incentive Plan and the 2015 Qunar Share Incentive Plan was exchanged for an option of Ctrip to purchase ordinary shares of Ctrip based on a ratio that ensures equivalent economic value with its remaining vesting period unchanged (“Exchange of Qunar Share Incentive Plans”).

The following table summarized the Company’s share option activity under all the option plans, which has reflected the effect of the Exchange of Qunar Share Incentive Plans (in US$, except shares):


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2016		5,532,515			157.82		4.54		900
Granted (including grants in exchange for Qunar options )		631,166			43.03
Exercised		(1,353,697	)		68.95
Forfeited		(99,226	)		133.92
Outstanding at December 31, 2017		4,710,758			168.80		4.72		867
Granted		3,286,756			204.65
Exercised		(1,050,382	)		92.58
Forfeited		(238,124	)		171.61
Outstanding at December 31, 2018		6,709,008			198.19		5.62		366
Granted		1,690,090			158.95
Exercised		(735,416	)		91.14
Forfeited		(240,747	)		167.40
Modified		(835,849	)		338.91
Converted from modification		209,026			0.01
Outstanding at December 31, 2019		6,796,112			177.71		5.63		679
Vested and expect to vest at December 31, 2019		6,453,834			177.98		5.56		643
Exercisable at December 31, 2019		2,517,635			186.23		3.30		229

The Company’s current practice is to issue new shares to satisfy share option exercises.

The

expected-to-vest

options are the result of applying the

pre-vesting

forfeiture rate assumptions of

% to total unvested option

The aggregate intrinsic value in the table above represents the total intrinsic value (the aggregate difference between the Company’s closing stock price of US$268.32 (US$33.54 per ADS) as of December 31, 2019 and the exercise price for

in-the-money

options) that would have been received by the option holders if all

in-the-money

options had been exercised on December 31, 2019.

The total intrinsic value of options exercised during the years ended December 31, 2017, 2018 and 2019 were US$522 million US$356 million and US$162 million, respectively.

The weighted average fair value of options granted during the years ended December 31, 2017, 2018 and 2019 was US$376.78, US$150.38 and US$155.76 per share, respectively.

As of December 31, 2019, there was US$576 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 2.5 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 RMB732 million, RMB677 million and RMB467 million for the year ended December 31, 2017, 2018 and 2019, respectively. The transfer agent was engaged by the Company to collect the exercise proceeds and remitted on regular basis and these amounts were included in “prepayments and other current assets”.

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 for the years ended December 31, 2017, 2018 and 2019:


	2017	2018	2019
Risk-free interest rate	1.73 %-1.94 %	2.52 %-3.09 %	1.40%-2.44%
Expected life (years)	5.0	5.0	5.0
Expected dividend yield	0%	0%	0%
Volatility	46 %-48 %	42 %- 44 %	42%-43%
Fair value of options at grant date per share	from US$ 142.29 to US$ 430.87	from US$ 88.51 to US$ 350.71	from US$90.96 to US$259.03

The following table summarized the Company’s RSUs activities under all incentive plans (in US$, except shares):


	Number of Shares			Weighted average grant date fair value(US$)
Restricted shares

Unvested at December 31, 2016		1,462,239			263.28

Granted		15,664			323.92
Vested		(285,375	)		191.21
Forfeited		(96,806	)		274.71

Unvested at December 31, 2017		1,095,722			281.91

Granted		87,465			331.69
Vested		(471,773	)		261.48
Forfeited		(74,208	)		294.08

Unvested at December 31, 2018		637,206			302.45

Granted		18,750			298.64
Vested		(119,334	)		295.11
Forfeited		(35,526	)		309.72

Unvested at December 31, 2019		501,096			303.54

As of December 31, 2019, there was US$32 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 0.2 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

The Company applie

ASC 842, Leases, on January 1, 2019 on a modified retrospective basis and has elected not to re

comparative periods. The Company 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 (“ROU”) assets, other payables and accruals and long-term lease liabilities on its consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liability when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

For operating leases with a term of one year or less, the Company has elected to not 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 operations 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.

Upon the adoption of the new lease standard, on January 1, 2019, the Company recognized operating lease assets of RMB1.0 billion and total operating lease liabilities of RMB980 million (including a current liability of RMB322 million) in the consolidated balance. There was no impact to retained earnings at adoption.

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) consists of financial subsidies, investment income and foreign exchange gains/(losses). Financial subsidies are recognized as other income when received. Components of other income for the years ended December 31, 2017, 2018 and 2019 were as foll

ws:


	2017			2018			2019
	RMB ( in millions )
Fair value changes of equity securities investments		—			(3,064	)		2,334
(Provision)/settlement of provision and contingent liability balances related to an equity method investment (Note 13)		(967	)		(61	)		603
Subsidy income		264			469			589
Gain on disposal of long-term investments (Note 7)		1,416			1,181			318
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition (Note 2)		—			249			196
Impairments of long-term investments		(411	)		—			(205	)
Foreign exchange gains/(losses)		469			(17	)		(378	)
Others		108			168			173
Total		879			(1,075	)		3,630

Statutory reserves

The Company’s PRC subsidiaries and the VIEs are required to allocate at least 10% of their

after-tax

profit to the general reserve in accordance with the PRC accounting standards and regulations. The allocation to the general reserve will cease if such reserve has reached to 50% of the registered capital of respective company. Appropriations to discretionary surplus reserve are at the discretion of the board of directors of the VIEs. These reserves can only be used for specific purposes and are not transferable to the Company in form of loans, advances, or cash dividends. There is no such regulation of providing statutory reserve in Hong Kong

Dividends

Dividends are recognized when declared.

PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. The Company’s PRC subsidiaries can only distribute dividends after they have met the PRC requirements for appropriation to statutory reserves. Additionally, as the Company does not have any direct ownership in the VIEs, the VIEs cannot directly distribute dividends to the Company. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. As the majority of our revenues are in RMB, any restrictions on currency exchange may limit our ability to use revenue generated in RMB to fund our business activities outside China or to make dividend payments in U.S. dollars. However, the Company believes the restrictions on currency exchange imposed by the PRC foreign exchange regulations and enforced by SAFE do not automatically constitute the “restrictions” under Rule

4-08(e)(3)

under Regulation

S-X,

because such restrictions in substance do not prohibit the Company’s subsidiaries or VIEs from transferring net assets to the Company in the combined forms of loans, advances and cash dividends without the consent of SAFE, provided that certain procedural formalities should be complied with. As of December 31,

2019

, the restricted net assets of the Company’s PRC subsidiaries and VIEs not distributable in the form of dividends to the parent as a result of the aforesaid PRC regulations and other restrictions were RMB7 billion.

As a result of the aforementioned PRC regulation and the Company’s organizational structure, accumulated profits of the subsidiaries in PRC distributable in the form of dividends to the parent as of December 31, 2017, 2018 and 2019 were RMB12 billion, RMB16 billion and RMB22 billion, respectively. The Company’s PRC subsidiaries and VIEs are able to enter into royalty and trademark license agreements or certain other contractual arrangements at the sole discretion of the Company, for which the compensatory element of the arrangement is deducted from the accumulated profits.

Effective January 1, 2008, current CIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises 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.

Earnings/(loss) per share

In accordance with

“Computation of Earnings Per Share”

, basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to common shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Dilutive ordinary equivalent shares consist of ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock method). Vested but unexercised stock options with exercise prices that represent little or no consideration are included in the weighted average shares outstanding in the basic earnings per share calculation.

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

computations for those and any prior-period financial statements presented shall be based on the new number of shares.

Effective December 1, 2015, the ratio of the Company’s American depositary shares (“ADSs”) to ordinary shares is eight (8) ADSs representing one (1) ordinary share.

Treasury stock

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.

Segment reporting

The Company operates and manages its business as a single segment. Resources are allocated and performance is assessed by the CEO, whom is determined to be the Chief Operating Decision Maker (CODM). Since the Company operates in one reportable segment, all financial segment and product information required by this statement can be found in the consolidated financial statements.

The Company primarily generates its revenues from the Greater China Area, for geographical information, please refer to Note 21.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU update on the measurement of credit losses for certain financial assets measured at amortized cost and available-for-sale debt securities. For financial assets measured at amortized cost, this update requires an entity to (1) estimate its lifetime expected credit losses upon recognition of the financial assets and establish an allowance to present the net amount expected to be collected, (2) recognize this allowance and changes in the allowance during subsequent periods through net income and (3) consider relevant information about past events, current conditions and reasonable and supportable forecasts in assessing the lifetime expected credit losses. For available-for-sale debt securities, this update made several targeted amendments to the existing other-than-temporary impairment model, including (1) requiring disclosure of the allowance for credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell, is more-likely-than-not required to sell the securities or the maturity of the securities, (3) limiting impairment to the difference between the amortized cost basis and fair value and (4) not allowing entities to consider the length of time that fair value has been less than amortized cost as a factor in evaluating whether a credit loss exists. The Company adopted this update in the first quarter of 2020 and applied this update on a modified retrospective basis. The adoption did not have a material impact to the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04: Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge 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. An entity should apply the amendments in this Update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

It is more likely that, by adopting simplified measurement which eliminates the Step 2 from goodwill impairment test, an entity with the triggering event for goodwill impairment will recognize more goodwill impairment than it would do under the old model. The Group is currently assessing the impact of the adoption of this accounting standard, taking into considerations the COVID-19 outbreak which has been adversely affecting the Company’s business in the subsequent period in 2020.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement,” which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. The new guidance is effective for the fiscal years and interim reporting periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for the adoption of either the entire ASU or only the provisions that eliminate or modify the requirements. The Company is evaluating the effects, if any, of the adoption of this guidance on the fair value disclosure in the consolidated financial statements.

In April 2019, the FASB issued ASU 2019-04 “Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” Apart from the amendments to ASU 2016-13 mentioned above, the ASU also included subsequent amendments to ASU 2016-01, which the Company adopted in January 2018 (Note 2). For entities that have not yet adopted ASU 2017-12, the effective date is the same as ASU 2017-12. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For entities that have adopted ASU 2017-12, the effective date is as of the beginning of the first annual reporting period beginning after issuance of this Update The Company is evaluating the effects, if any, of the adoption of these guidance on the Company’s financial position, results of operations and cash flows.

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact.

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 investment, accounts receivable, amounts due from related parties, prepayments and other current assets. As of December 31, 2017, 2018 and 2019, substantially all of the Company’s cash and cash equivalents, restricted cash and short-term investment 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, 2017, 2018 and 2019. No individual customer accounted for more than 10% of accounts receivable as of December 31, 2018 and 2019.

PREPAYMENTS AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2019

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, 2018 and 2019 were as follows:


	2018		2019
	RMB (in millions)
Prepayments and other deposits		6,877		8,395
Receivable related to financial services (Note 2)		1,551		2,777
Prepaid expenses		401		406
Receivables from financial institution		151		200
Others		577		932

Total		9,557		12,710

LONG-TERM DEPOSITS AND PREPAYMENTS

12 Months Ended

Dec. 31, 2019

LONG-TERM DEPOSITS AND PREPAYMENTS

LONG-TERM DEPOSITS AND PREPAYMENTS

4.	LONG-TERM DEPOSITS AND PREPAYMENTS

The Group’s subsidiaries and VIEs are required to pay certain amounts of deposit to airline companies and hotel suppliers. The subsidiaries and VIEs are also required to pay deposit to local travel bureau as pledge for insurance of traveler’s safety.

Components of long-term deposits and prepayments as of December 31, 2018 and 2019 were as follows:


	2018		2019
	RMB (in millions)
Prepayments for purchase of long lived assets		127		517
Deposits paid to airline suppliers		243		209
Deposits paid to advertising suppliers		164		88
Deposits paid to hotel suppliers		70		36
Others		164		150

Total		768		1,000

LAND USE RIGHTS

12 Months Ended

Dec. 31, 2019

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

years. Amortization expense for the years ended December 31, 2017, 2018 and 2019 was approximately RMB3 million, RMB3 million and RMB3 million, respectively. As of December 31, 2018 and 2019, the net book value was RMB94 million and RMB91 million respectively.

PROPERTY, EQUIPMENT AND SOFTWARE

12 Months Ended

Dec. 31, 2019

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, 2018 and 2019 were as follows:


	2018			2019
	RMB (in millions)
Buildings		5,418			5,423
Computer equipment		1,145			1,217
Website-related equipment		771			1,187
Furniture and fixtures		292			383
Software		215			313
Leasehold improvements		146			188
Construction in progress		9			11
Less: accumulated depreciation and amortization		(2,124	)		(2,587	)

Total net book value		5,872			6,135

Depreciation expense for the years ended December 31, 2017, 2018 and 2019 was RMB490 million, RMB546 million and RMB656 million, respectively.

INVESTMENTS

12 Months Ended

Dec. 31, 2019

INVESTMENTS

INVESTMENTS

7.	INVESTMENTS

The Company’s long-term investments are consisted of the follows:


	2018		2019
	RMB (in millions)
Debt investments		5,107		17,604
Equity investments		21,767		33,674

		26,874		51,278

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 RMB2.4 billion and RMB15.1 billion as of December 31

, 2018

and 2019

respectively.

As of December 31, 2018 and 2019, the weighted average maturities periods are 1.5 years and 1.5 years, respectively.

Available-for-sale

debt investments

The following table summarizes the Company’s

available-for-sale

debt investments as of December 31, 2019 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Available-for-sale debt investments		2,693		257		(402	)		2,548

The following table summarizes the Company’s

available-for-sale

debt investments as of December 31, 2018 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Available-for-sale debt investments		2,633		236		(152	)		2,717

For the years ended December 31, 2017, 2018 and 2019, the unrealized securities holding gain, net of tax of RMB305 million, RMB(16) million and RMB5 million, respectively, was reported in other comprehensive income.

Equity investments

Equity securities with readily determinable fair values

The following table summarizes the Company’s equity securities with readily determinable fair values as of December 31, 2019 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Equity securities with readily determinable fair values		4,406		6,052		(421	)		10,037

The following table summarizes the Company’s equity securities with readily determinable fair values as of December 31, 2018 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Equity securities with readily determinable fair values		5,520		4,320		(845	)		8,995

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

common stock, 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. The carrying value of equity securities without readily determinable fair values was RMB584 million and RMB596 million as of December 31, 2018 and 2019 respectively. There is no fair value changes related to these investments for the years ended December 31, 2018 and 2019

None of the investments individually is considered as material to the Group’s financial position.

In 2017, 2018 and 2019, the Company disposed certain equity securities without readily determinable fair values for total consideration of RMB1.4 billion, RMB261 million and

million

respectively, which results a gain of RMB1.4 billion, RMB122 million, and

a loss of

RMB1 million as reported in other income, respectively. In 2018, the Company also paid certain equity securities without readily determinable fair values with amount of RMB294 million for business acquisition.

In 2017, 2018 and 2019, the Company made investments in equity investments without readily determinable fair values with amount of RMB0.2 billion, RMB92 million and RMB89 million, respectively.

Equity method investments

In December 2016, in connection of share exchange transaction with BTG and Homeinns, the Company exchanged its previously held equity interest in Homeinns for 22% equity interest of BTG. The Company applied equity method to account for the investment in BTG on one quarter lag basis. As of December 31, 2018 and 2019, the carrying value of its investment in BTG were RMB2.7 billion and RMB2.8 billion

respectively, the change of which primarily relates to the equity income recognized.

Tujia used to be a subsidiary of the Company. In 2015, after a private placement of Tujia, the Company lost the control in Tujia. In 2017, Tujia completed a restructure and its offline business was assumed by a newly established company and the Company converted part of its preferred shares investment in Tujia to common shares of Tujia and the newly established company. The Company applies equity method for its common shares investment

on Tujia

and the newly established company

on one quarter lag basis. The preferred shares investment in Tujia was continued to be accounted for as

available-for-sale

debt security. The Company concluded it does not have control over Tujia whilst it has majority ownership of Tujia since the Company does not have control of the board of directors of Tujia, which makes all the significant decisions of Tujia.

As of December 31,

2018 and 2019, fair value of the preferred shares were

RMB1.6

billion and RMB1.5 billion respectively. As of December 31, 2018 and 2019, the carrying value of the equity method investments were

RMB1.2 billion and RMB1.0

billion respectively, the change of which primarily relates to the equity loss recognized.

In May 2015, the Company acquired approximately 38% share capital of eLong, Inc. (“eLong”) and applied equity method on one quarter lag basis. In May 2016, eLong completed its “going-private” transaction and merger with

E-dragon

Holdings Limited

(“E-dragon”)

(“Reorganization”). After the Reorganization, the Company applies equity method for its ordinary shares investment in

E-dragon’s

on one quarter lag basis and the preferred shares of

E-dragon

are classified as

available-for-sale

debt security. In March 2018,

E-dragon

consummated a merger with LY.com with share swap transaction. The Company received an equity method investment in the enlarged group with previously held equity investment and preferred shares of

E-dragon

be exchanged. The Company recognized the gain of RMB847 million as reported in other income on receipts the shares in the enlarged group in 2018, and recognized the gain of RMB

267

million as reported in other income

when certain accrued tax related indemnification liability for the other shareholders of LY.com was reversed based on the final settlement in 2019.

For the year ended December 31, 2018, the Company acquired additional equity interest with total consideration of

RMB1.4 billion. After these transactions, the Company has 27% equity interest in the enlarged group and applied equity method for this investment. As of December 31, 2018 and 2019, the carrying value of its equity investment was RMB5.3 billion and RMB5.5 billion

respectively, the change of which primarily relates to the equity income recognized.

The Company used to hold approximately 10% equity interest in MakeMyTrip and accounted for the investment as equity securities with readily determinable fair values

In August 2019, the Company consummated a share exchange transaction with

Naspers Limited (“Naspers”), a shareholder of MakeMyTrip, pursuant to which Naspers exchange

certain ordinary shares and Class B convertible ordinary shares of MakeMyTrip for the Company’s newly issued 4,108,831 ordinary shares. Concurrent with the share exchange, the Company made the investment in a third-party investment entity by contributing certain ordinary shares and class B shares of MakeMyTrip held by the Company and recorded the investment using equity method.

After these transactions, the Company owns ordinary shares and class B shares of MakeMyTrip, representing approximately

49% of MakeMyTrip’s total voting power with the total consideration of approximately US$1.2

billion

(RMB8.7 billion), which included US$1.0 billion (RMB6.9 billion) newly issued ordinary shares of the Company and US$0.2 billion (RMB1.8 billion)

of its previously held equity investment. The Company applied equity method to account for the investment in MakeMyTrip on one quarter lag basis. As of December 31, 2019, the carrying value of its investment was

RMB

8.5 billion

The Company made some investments in several third party investment funds and accounted for the investments under equity methods on one quarter lag basis. As of December 31, 2018 and 2019, the carrying value of these investments were RMB1.2 billion and RMB2.5 billion respectively.

As of December 31, 2018 and 2019, the carrying value of the rest equity method investments were RMB1.8 billion and RMB2.8 billion, respectively.

The Company summarizes the condensed financial information of the Company’s equity investments as a group below in

accordance

with Rule

4-08

of Regulation

S-X

(RMB in millions).


	2017			2018			2019
	Equity investments			Equity investments			Equity investments
Operating data:
Revenue		14,243			17,429			28,423
Gross profit		8,145			11,513			17,608
Income from operations		80			294			2,590
Net (loss)/income		(223	)		990			970
Net loss attributable to equity method investments companies		(79	)		(81	)		(440	)
Add: Equity dilution impact		14			7			93
Add: Gain from disposal of equity method investments		—			42			—
Equity in (loss)/income of affiliates		(65	)		(32	)		(347	)


	2017			2018			2019
Balance sheet data:
Current assets		9,836			26,612			41,940
Long-term assets		16,553			37,435			45,968
Current liabilities		8,061			20,404			31,769
Long-term liabilities		6,191			12,011			10,677
Non-controlling interests		324			232			342

For the years ended December 31, 2017, 2018 and 2019, the total cash paid for equity method investments was RMB0.2 billion, RMB1.7 billion and RMB1.4 billion, respectively.

Impairments

The Company performs impairment assessment of its investments by considering factors including, but not limited to, current economic and market conditions as well as the operating performance of the investees. Impairment charges in connection with the equity securities with readily determinable fair value before the adoption of new financial instrument accounting standard of RMB116 million was recorded for the years ended December 31, 2017. Impairment charges in connection with the

available-for-sale

debt investment of

RMB156 million, nil and RMB150 million were recorded for the years ended December 31, 2017, 2018 and 2019, respectively. Impairment charges in connection with the equity securities without readily determinable fair value of RMB139 million,

nil

and

RMB55 million

were recorded for the years ended December 31, 2017, 2018 and 2019, respectively.

Impairment charges in connection with the equity method investments of RMB64 million, RMB61 million and nil were recorded for the years ended December, 31, 2017, 2018 and 2019, respectively. The impairment was recorded in “Other income/ (expense)” (Note 2).

FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2019

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

8.	FAIR VALUE MEASUREMENT

In accordance with ASC

820-10,

the Company measures financial products, time deposits, derivative instruments,

available-for-sale

debt investments and equity securities with readily determinable fair value at fair value on a recurring basis. Equity securities classified within Level 1 are valued using quoted market prices that currently available on a securities exchange registered with the Securities and Exchange Commission (SEC) and Shanghai Stock Exchange (SSE). Financial products, time deposits and derivative instruments classified within Level 2 are valued using directly or indirectly observable inputs in the market place. The

available-for-sale

debt investments

classified

within Level 3 are valued based on a model utilizing unobservable inputs which require significant management judgment and estimation.

The equity securities without readily determinable fair value, equity method investments and certain

non-financial

assets are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an impairment or observable price adjustment is recognized on the equity securities during the period, the Company classify these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.

Assets measured at fair value on a recurring basis are summarized below (in millions):


	Fair Value Measurement at December 31, 2019 Using
	Level 1		Level 2		Level 3		Fair Value at December 31, 2019
	RMB		RMB		RMB		RMB		US$
Assets
Financial products		—		25,679		—		25,679		3,689
Time deposits (with the maturity of more than three months)		—		12,319		—		12,319		1,769
Derivative:
Foreign currency forward contacts (with the maturity of less than one year)		—		116		—		116		17
Equity securities		10,037		—		—		10,037		1,442
Available-for-sale debt investments		—		—		2,548		2,548		366
Total Assets		10,037		38,114		2,548		50,699		7,283
Liabilities
Derivative:
Foreign currency forward contacts (with the maturity of more than one year)		—		9		—		9		1
Total Liabilities		—		9		—		9		1

	Fair Value Measurement at December 31, 2018 Using
	Level 1		Level 2		Level 3		Fair Value at December 31, 2018
	RMB		RMB		RMB		RMB		US$
Financial products		—		33,185		—		33,185		4,827
Time deposits (with the maturity of more than three months)		—		5,958		—		5,958		866
Equity securities		8,995		—		—		8,995		1,308
Available-for-sale debt investments		—		—		2,717		2,717		395

Total		8,995		39,143		2,717		50,855		7,396

The roll forward of major Level 3 investments are as following:


	Total
	RMB(in millions)
Fair value of Level 3 investments as at December 31, 2017		5,708
Transfer into Level 3		69
New addition		150
Disposal of investments		(2,655	)
Effect of exchange rate change		121
The change in fair value of the investments		(676	)

Fair value of Level 3 investments as at December 31, 2018		2,717
Transfer into Level 3		55
New addition		153
Disposal of investments		(93	)
Effect of exchange rate change		25
Other than temporary impairment		(205	)
The change in fair value of the investments		(104	)

Fair value of Level 3 investments as at December 31, 2019		2,548

Management determined the fair value of these Level 3 investments based on income approach 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, 2019 are as following:


Unobservable Input
Revenue growth rate		3%~85%
Weighted average cost of capital		15%~16%
Lack of marketability discount		10%~15%
Expected volatility		38%~46%
Probability		Liquidation scenario: 35%~70% Redemption scenario: 30% IPO scenario: 30%~35%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

GOODWILL

12 Months Ended

Dec. 31, 2019

GOODWILL

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, 2018 and 2019 were as follows:


	2018			2019
	RMB (in millions)
Balance at beginning of year		56,246			58,026
Acquisition		1,786			393
Disposals and immaterial others		(6	)		(111	)

Balance at end of year		58,026			58,308

Goodwill resulting from the business combinations completed in the years ended December 31, 2019 has been allocated to the single reporting unit of the Group. For the years ended December 31, 2017, 2018 and 2019, the Company did not have goodwill impairment. As of December 31, 2019, there had not been any accumulated goodwill impairment provided.

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2019

INTANGIBLE ASSETS

INTANGIBLE ASSETS

10.	INTANGIBLE ASSETS

Intangible assets as of December 31, 2018 and 2019 were as follows:


	2018			2019
	RMB (in millions)
Intangible asset
Intangible assets to be amortized
Business Relationship (Representing the relationship with the travel service providers and other business partners)		1,858			1,844
Technology		751			633
Others		518			518
Intangible assets not subject to amortization
Trade mark		11,613			11,613
Others		163			159

		14,903			14,767

Less: accumulated amortization
Intangible assets to be amortized
Business Relationship		(671	)		(923	)
Technology		(353	)		(450	)
Others		(156	)		(221	)

		(1,180	)		(1,594	)

Net book value
Intangible assets to be amortized
Business Relationship		1,187			921
Technology		398			183
Others		362			297
Intangible assets not subject to amortization
Trade mark		11,613			11,613
Others		163			159

		13,723			13,173

Finite-lived intangible assets are tested for impairment if impairment indicators arise. The Company amortizes its finite-lived intangible assets using the straight-line method:


Business Relationship			5-10 years
Technology			5-10 years
Others			3-10 years

Amortization expense for the years ended December 31, 2017, 2018 and 2019 was approximately RMB391 million, RMB433 million and RMB437 million respectively.

The annual estimated amortization expense for intangible assets subject to amortization for the five succeeding years is as follows:


	Amortization
	RMB (in millions)
2020		418
2021		255
2022		217
2023		163
2024		158

		1,211

LEASES

12 Months Ended

Dec. 31, 2019

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 year

ten years

Operating lease costs were

RMB

405

million for the

year

ended December 31, 2019.

Supplemental cash flow information related to leases were as follows:


	2019
	RMB (in millions)
Cash paid for amounts included in the measurement of lease liabilities		403
Right-of-use assets obtained in exchange for operating lease liabilities		497

Supplemental consolidated balance sheet information related to leases were as follows:


	As of December 31, 2019
	RMB (in millions)
Right-of-use assets		1,207
Current lease liabilities included within Other payables and accruals		438
Long-term lease liabilities		749

Total lease liabilities		1,187

Weighted average remaining lease term		4 years
Weighted average discount rate		4.2	%

Maturities of lease liabilities are as follows:


	As of December 31, 2019
	RMB ( i n millions)
2020		426
2021		351
2022		239
2023		141
2024		48
Thereafter		100

Total operating lease payments		1,305
Less: imputed interest		(118	)

Total		1,187

As of December 31, 2019, the operating lease arrangem

ents of the Company, primarily for offices premises, that have not yet commenced is immaterial.

For the year ended December 31, 2019, the variable lease costs, short-term lease costs and sub-lease income are immaterial.

At December 31, 2018, minimum lease payments for operating leases under the previous lease standard (“ASC 840”) were as follows (in millions):


	As of December 31, 2018
	RMB (in millions)
2019		335
2020		225
2021		154
2022		96
2023		73
Thereafter		114

Total minimum lease payments		997

For the years ended December 31, 2017 and 2018, the Company recognized lease expense of RMB445 million and RMB502 million, respectively, under ASC 840.

SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT

12 Months Ended

Dec. 31, 2019

SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT

SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT

12.	SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT


	2018		2019
	RMB (in millions)
Short-term bank borrowings and current portion of long-term loan		25,090		21,118
Securitization debt		608		—
2020 Notes (Note 17)		—		4,873
2022 Notes (Note 17)		6,703		—
2025 Notes (Note 17)		—		2,785
2019 Booking Notes (Note 17)		3,438		—
2020 Booking Notes (Note 17)		—		1,740
2022 Booking Notes (Note 17)		172		—

Total		36,011		30,516

As of December 31, 2019, the Company obtained short-term bank borrowings of RMB21.1 billion (US$3.0 billion) in aggregate, of which RMB6.7 billion (US$1.0 billion) were collateralized by bank deposits of RMB2.7 billion (US$392 million) classified as restricted cash and/or short-term investment of RMB4.7 billion (US$678

million)

. The weighted average interest rate for the outstanding borrowings was approximately 3.79%.

The short-term borrowings contain covenants including, among others, limitation on 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, 2018 and 2019.

As of December 31, 2019,

RMB

4.9

billion of 2020 Notes and RMB

1.7

billion of 2020 Booking Notes are classified as short-term debt to present that the Notes may be redeemed or mature within one year. As of December 31, 2019, RMB

2.8

billion of 2025 Notes are reclassified as short-term debt because the 2025 Notes holders had a

non-contingent

option to require the Company to repurchase for cash all or any portion of their 2025 Notes on July 1, 2020.

RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Dec. 31, 2019

RELATED PARTY TRANSACTIONS AND BALANCES

13.	RELATED PARTY TRANSACTIONS AND BALANCES

During the years ended December 31, 2017, 2018 and 2019 significant related party transactions were as follows:


	2017		2018		2019
	RMB(in millions)
Commissions from Tongcheng-eLong (a)		—		190		217
Commissions from eLong (a)		573		63		—
Commissions from Huazhu (a)		77		61		72
Commissions from BTG (a)		63		93		91
Commissions to Tongcheng-eLong (b)		—		516		579
Commissions to eLong (b)		244		66		—
Commissions to Baidu (b)		80		67		—
Commissions to LY.com (b)		70		6		—

(a)

BTG, Huazhu and eLong , have entered into agreements with the Company, respectively, to provide hotel rooms for our

end users. In 2018, eLong completed a merger with LY.com and the enlarged group Tongcheng-eLong supersedes eLong to provide hotel rooms for our end users. The transactions above represent the commissions earned from these related parties.

(b)

The Company entered into agreements with eLong, LY.com and Baidu, upon which these related parties promote the Company’s hotel rooms on their platforms. In 2018, eLong completed a merger with LY.com and the enlarged group Tongcheng-eLong supersedes eLong and LY.com to promote the Company’s hotel rooms on their platforms. The transactions above represent the service commissions and Baidu Map business cooperation commission paid to these related parties.

As of December 31, 2018 and 2019, significant balances with related parties were as follows:


	2018		2019
	RMB( in millions)
Due from related parties, current:
Due from Tongcheng-eLong		1,278		2,149
Due from others		364		630
	1,642		2,779
Due from related parties, non-current:
Due from Skysea (a)		207		—
Due from others		22		25
	229		25
Due to related parties, current:
Due to Tongcheng-eLong		263		181
Due to others		229		219
	492		400

(a)

In 2017, based on the impairment assessment by considering the operating results, market condition and business updates, a provision of RMB536 million for the loan and receivable balance due from Skysea was provided and a liability of RMB367 million for the contingent payable was recorded in “Other payables and accruals” which reflected the then best estimates of the liability to be assume by the Company and offset by the proceeds from the net realisable value of Skysea in the event of winding down of its business. In 2019, Skysea completed its winding down of the business and the Company entered into the final settlement with Skysea. According to the final settlement, the Company collected the amount due from Skysea and settled the provision and contingent liability of RMB603 million (recognized as other income), which includes RMB236 million previously made for loan receivable and RMB367 previously made for contingent payables.

EMPLOYEE BENEFITS

12 Months Ended

Dec. 31, 2019

EMPLOYEE BENEFITS

EMPLOYEE BENEFITS

14.	EMPLOYEE BENEFITS

The Group’s employee benefit primarily related to the full-time 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 total expenses recorded for such employee benefits amounted to RMB1.6 billion, RMB1.7 billion and RMB2.0 billion for the years ended December 31, 2017, 2018 and 2019 respectively.

TAXATION

12 Months Ended

Dec. 31, 2019

TAXATION

TAXATION

15.

TAXATION

Cayman Islands

Under the current laws of Cayman Islands, the Company is not subject to tax on income or capital gain. In addition, upon payments of dividends by the Company to its shareholders,

Cayman Islands withholding tax will be imposed.

Hong Kong

The Company’s subsidiaries incorporated in Hong Kong are subject to Hong Kong Profits Tax (“CIT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong.

The PRC

The Company’s subsidiaries and VIEs registered in the PRC are subject to PRC Corporate Income Tax (“CIT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant PRC income tax laws.

The PRC CIT laws apply a general enterprise income tax rate of 25% 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”). In 2017, Ctrip Computer Technology, Ctrip Travel Information and Ctrip Travel Network reapplied for their qualification as HNTE, which were approved by the relevant government authority. Thus, these subsidiaries are entitled to a preferential EIT rate of 15% from 2017 to 2019. Qunar Software and Qunar Beijing are also entitled a preferential EIT rate of 15% from 2018 to 2020.

In 2002, the State Taxation of Administration (“SAT”) started to implement preferential tax policy in China’s western regions, and companies located in applicable jurisdictions covered by the Western Regions Catalogue are eligible to apply for a preferential income tax rate of 15% if their businesses fall within the “encouraged” category of the policy. Over the years since 2012, Chengdu Ctrip and Chengdu Ctrip International obtained approval from local tax authorities to apply the 15% tax rate for their annual tax filing subject to periodic renewals. After the initial effective period expired in 2014, the two entities were approved by the relevant government authority to renew this qualification, which will expire in 2020. In 2013, Chengdu Information obtained approval from local tax authorities to apply the 15% tax rate for its 2012 tax filing and for the years from 2013 to 2020.

Pursuant to the PRC CIT Law, all foreign invested enterprises in the PRC are subject to the withholding tax for their earnings generated after January 1, 2008. The Company expects to indefinitely reinvest undistributed earnings generated after January 1, 2008 in the onshore PRC entities. As a result, no deferred tax liability was provided on the outside basis difference from undistributed earnings after January 1, 2008.

Income/(loss) from domestic and foreign components before income tax expenses


	2017			2018			2019
	RMB (in millions)
Domestic		5,852			4,663			8,983
Foreign		(2,328	)		(2,742	)		104

Total		3,524			1,921			9,087

The income/(loss) from foreign components mainly includes the gain/(loss) from the equity securities investments measured at fair value, share based compensation charge, foreign exchange gain/(loss) and interest income/(loss) incurred in its overseas companies.

Composition of income tax expense

The current and deferred portion of income tax expense included in the consolidated statements of income for the years ended December 31, 2017, 2018 and 2019 were as follows:


	2017			2018			2019
	RMB (in millions)
Current income tax expense		1,453			1,425			1,918
Deferred tax benefit		(168	)		(632	)		(176	)

Income tax expense		1,285			793			1,742

Income tax expense was RMB1.7

illion (US$250 million) in the year ended December 31, 201

increase from

RMB793

illion in the year ended 201

. The effective income tax rate in year ended December 31, 201

was 19%, as compared to 41% in the year ended 201

, mainly due to

the change in profitability of the Group and changes in the profits of the Company’s subsidiaries with different tax rates.

Reconciliation of the differences between statutory tax rate and the effective tax rate

The reconciliation between the statutory CIT rate and the Group’s effective tax rate for the years ended December 31, 2017, 2018 and 2019 were as follows:


	2017			2018			2019
Statutory CIT rate		25	%		25	%		25	%
Tax differential from statutory rate applicable to subsidiaries with preferential tax rates		6	%		(23	%)		(9	%)
Non-deductible expenses and non-taxable income incurred		3	%		37	%		1	%
Change in valuation allowance		2	%		2	%		2	%

Effective CIT rate		36	%		41	%		19	%

The change in the Group’s effective tax rates from year over year is primarily attributable to the tax differential from certain subsidiaries with preferential tax rates, the non-deductible expenses and tax effects from investing activities.

The

non-deductible

expenses are primarily attributable to the share-based compensation charge of RMB1.8 billion, RMB1.7 billion and RMB1.7 billion for the years ended December 31, 2017, 2018 and 2019, respectively, and the losses from the equity securities investments measured at fair value change of RMB3.1

billion for the year ended December

2018.

For the years ended December 31, 2017, 2018 and 2019, such non-deductible expense increased the effective tax rate of 13%, 41% and 5%, respectively, by using enacted tax rate of 25%. The non-taxable

income are primarily attributable to the gains from the equity securities investments measured at fair value change of RMB2.3 billion for the year ended December

2019.

For the year ended December 31, 2019, such non-taxable income decreased the effective tax rate of

by using enacted tax rate of

%. In 2017, the remaining impact from the non-taxable income come from the other income incurred by the Company which is also not subject to income tax.

The provisions for income taxes for the years ended December 31, 2017, 2018 and 2019 differ from the amounts computed by applying the CIT primarily due to preferential tax rate enjoyed by certain subsidiaries and VIEs of the Company. The following table sets forth the effect of preferential tax on China operations:


	2017		2018		2019
	RMB ( i n millions, except per share data)
Tax holiday effect		345		520		762
Basic net income per ADS effect		0.65		0.95		1.34
Diluted net income per ADS effect		0.60		0.92		1.19

For the years ended December 31, 2017, 2018 and 2019, the impacts on effective tax rates from the Company’s major subsidiaries with preferential tax rates are as follows:


	Impact on the effective tax rates
				2017			2018			2019
Ctrip Computer Technology		15	%		(1.6	%)		(5.5	%)		(2.4	%)
Ctrip Travel Information		15	%		(1.6	%)		(4.0	%)		(1.0	%)
Ctrip Travel Network		15	%		(1.6	%)		(5.7	%)		(1.9	%)
Chengdu Information		15	%		(2.1	%)		(3.2	%)		(0.8	%)
The Company and its subsidiaries in Hong Kong and Cayman		16.5%, 0	%		15.4	%		1.7	%		(0.9	%)
Qunar and subsidiaries		15	%		(1.0	%)		(5.0	%)		(1.5	%)
Others		15	%		(1.1	%)		(1.3	%)		(0.5	%)
Total					6.4	%		(23.0	%)		(9.0	%)

Significant components of deferred tax assets and liabilities:


	2018			2019
	RMB (in millions)
Accrued expenses		532			673
Loss carry forward		191			372
Accrued liability for customer reward related programs		57			68
Accrued staff salary		65			138
Others		243			207
Subtotal		1,088			1,458
Less: Valuation allowance of deferred tax assets		(238	)		(482	)
Total deferred tax assets		850			976

Deferred tax liabilities:
Recognition of intangible assets arise from business combinations and unrealized holding gain		(3,838	)		(3,592	)
Net deferred tax liabilities		(2,988	)		(2,616	)

Movement of valuation allowances:


	2017		2018		2019
	RMB (in millions)
Balance at beginning of year		150		197		238
Current year additions		47		41		244

Balance at end of year		197		238		482

As of December 31, 2018 and 2019, valuation allowance of RMB238 million and RMB482 million was mainly provided for operating loss

that could be carried forwards related to certain subsidiary based on then assessment where it is more likely than not that such deferred tax assets will not be realized. The increase of the valuation allowance for the year ended December 31, 2019 was mainly the provision for year of 2019 operating losses incurred by certain subsidiaries. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred.

As of December 31, 2019, the Group had net operating tax loss carry forwards amounted to RMB1.7

illion which will expire from

2020 to 2024 if not used.

As of December 31, 2018 and 2019, the unrecognized tax benefit and accrual is

nil

Qunar, one of the Company’s subsidiaries acts as an agent for its air travel facilitating services including aviation insurance policies (the “Aviation Insurance Arrangements”), presents revenues from such transactions on a net basis. Under the current PRC CIT Laws and regulations, Qunar’s existing business arrangement more likely than not will subject Qunar to income taxes on a gross basis for the Aviation Insurance Arrangements. The difference between the net revenue and the gross revenue is considered as deemed revenue for additional income taxes. The associated income tax expense is calculated by applying the applicable tax rate to the deemed revenue amount and includes the late payment interest based on the applicable tax rules. Such liabilities primarily represent the tax provision made with respect to the deemed revenue from these transactions. It is possible that the amount accrued will change in the next 12 months, however, an estimate of the range of the possible change cannot be made at this time.

OTHER PAYABLES AND ACCRUALS

12 Months Ended

Dec. 31, 2019

OTHER PAYABLES AND ACCRUALS

OTHER PAYABLES AND ACCRUALS

16.	OTHER PAYABLES AND ACCRUALS

Components of other payables and accruals as of December 31, 2018 and 2019 were as follows:


	2018		2019
	RMB (in millions)
Accrued operating expenses		3,735		5,413
Deposits received from travel suppliers and packaged-tour users		836		1,044
Payable related to acquisition and investments		226		76
Accruals for property and equipment		22		144
Provision related to an equity method investment (Note 13)		367		—
Others		668		864
Total		5,854		7,541

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2019

LONG-TERM DEBT

LONG-TERM DEBT

17.	LONG-TERM DEBT


	2018			2019
	RMB ( in millions)
2020 Notes		4,813			—
2025 Notes		2,750			—
2022 Notes		—			353
2020 Booking Notes		1,719			—
2025 Booking and Hillhouse Notes		6,876			6,962
2022 Booking Notes		—			174
Long-term loan		8,035			10,981
Securitization debt		—			1,074
Less: Debt issuance cost		(47	)		(7	)

Total		24,146			19,537

As of December 31, 2019, the fair value of the Company’s long-term debt, based on Level 2 inputs, was RMB19.5 billion.

Description of 2020 Convertible Senior Notes

On June 18, 2015, the Company issued US$700 million of 1.00% Convertible Senior Notes due 2020 (the “2020 Notes”). The 2020 Notes may be converted at an initial conversion rate of 9.1942 ADSs per US$1,000 principal amount of the 2020 Notes (which represents an initial conversion price of US$108.76 per ADS) at any time prior to the close of business on the second business day immediately preceding the maturity date of July 1, 2020. Debt issuance costs were US$11.3 million and are being amortized to interest expense to the put date of the 2020 Notes (July 1, 2018).

Absent a fundamental change (as defined in the indenture for the 2020 Notes), each holder of the 2020 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 2020 Notes on July 1, 2018. The Company believes that the likelihood of occurrence of events considered a fundamental change is

remote. The 2020 Notes are not redeemable prior to the maturity date of July 1, 2020.

Concurrently with the issuance of the 2020 Notes, the Company purchased a call option (“2015 Purchased Call Option”) and sold warrants (“2015 Sold Warrants”) where the counterparty agreed to sell to the Company up to approximately 6.4 million of the Company’s ADSs upon the Company’s exercise of the 2015 Purchased Call Option and the Company received US$84.4 million from the same counterparty for the sale of warrants to purchase up to approximately 6.4 million of the Company’s ADSs.

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).

Absent a fundamental change (as defined in the indenture for the 2025 Notes), 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, as a result the 2025 Notes were reclassified from long-term to short-term as of December 31, 2019. If the holders do not redeem on July 1, 2020, the holders will lose such right, as a result the 2025 Notes will not be due until 2025, and it will be reclassified to long-term after July 1, 2020. If a fundamental change (as defined in the indenture for the 2025 Notes) occurs at any time, 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 events considered a 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 in accordance with the indenture for 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.

Description of 2022 Convertible Senior Notes

On September 12, 2016 and September 19, 2016, the Company issued US$975 million of 1.25% Convertible Senior Notes due 2022 (the “2022 Notes”). The 2022 Notes may be converted, at an initial conversion rate of 15.2688 ADSs per US$1,000 principal amount of the 2022 Notes (which represents an initial conversion price of US$65.49 per ADS) at each holder’s option at any time prior to the close of business on the business day immediately preceding the maturity date of September 15, 2022. Debt issuance costs were US$19 million and are being amortized to interest expense to the put date of the 2022 Notes (September 15, 2019).

Absent a fundamental change (as defined in the indenture for the 2022 Notes), each holder of the 2022 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 2022 Notes on September 15, 2019, as a result the 2022 Notes were reclassified from long-term to short-term as of December 31, 2018. If a fundamental change (as defined in the indenture for the 2022 Notes) occurs at any time, 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 2022 Notes on the date notified in writing by the Company in accordance with the indenture for the 2022 Notes. The Company believes that the likelihood of occurrence of events considered a fundamental change is remote. The 2022 Notes are generally not redeemable prior to the maturity date of September 15, 2022, except that the Company may, at its option, redeem all but not part of the 2022 Notes in accordance with the indenture for the 2022 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.

In August 2019, the Company notified holders of the 2022 Notes of their rights under the relating indenture to require the Company to purchase all of or portion of such notes on September 15, 2019, which we refer to as the Put Right. In September 2019,

as a result of exercise of aforementioned early redemption right, the Company redeemed US$924 million (RMB6.6 billion) aggregate principal amount of the 2022 Notes as requested by the holders. The remaining RMB353 million were reclassified as long-term debt as of December 31, 2019 as it may not be redeemed or mature within one year.

The Company assessed the 2020 Notes, 2025 Notes and 2022 Notes (collectively as “Notes”), the 2015 Purchased Call Option (the “Purchased Call Options”) and the 2015 Sold Warrants (the “Sold Warrants”) under ASC 815 and concluded that:

•

The Notes, the Purchased Call Options and the Sold Warrants (1) do not entail the same risks; and (2) have a valid business purpose and economic need for structuring the transactions separately. Therefore, the offering of the Notes, the Purchased Call Options and Sold Warrants transactions should be accounted separately;

•

The repurchase option is considered clearly and closely related to its debt host and does not meet the requirement for bifurcation;

•

Since the conversion option is considered indexed to the Company’s own stock, bifurcation of conversion option from the Notes is not required as the scope exception prescribed in ASC

815-10-15-74

is met;

•

There was no BCF attribute to the Notes as the set conversion prices for the Notes were greater than the respective fair values of the ordinary share price at date of issuances;

Therefore, the Company has accounted for the respective Notes as a single instruments as a long-term debt. The debt issuance cost was recorded as reduction to the long-term debts and are amortised as interest expenses using the effective interest method. The value of the Notes are measured by the cash received. The Purchased Call Options and Sold Warrants are accounted for within stockholders’ equity.

Description of Booking and Hillhouse Notes

On August 7, 2014, the Company issued Convertible Senior Note (the “2019 Booking Note”) at an aggregate principal amount of US$500 million to an indirect subsidiary of the Booking Group. The Booking 2019 Note

s due on August 7, 2019 and bears interest of 1% per annum, which will be paid semi-annually beginning on February 7, 2015. The Booking 2019 Note w

convertible into the Company’s ADSs with an initial conversion price of approximately US$81.36 per ADS. In 2019, the 2019 Booking Notes with principal amount of US$500 million

(RMB3.4 billion) have all been redeemed for cash.

On May 26, 2015, the Company issued Convertible Senior Note (the “2020 Booking Note”) at an aggregate principal amount of US$250 million to an indirect subsidiary of the Booking Group. The Booking 2020 Note is due on May 29, 2020 and bears interest of 1% per annum, which will be paid semi-annually beginning on November 29, 2016. The Booking 2020 Note will be convertible into the Company’s ADSs with an initial conversion price of approximately US$104.27 per ADS.

On December 10, 2015, the Company issued Convertible Senior Notes at an aggregate principal amount of US$1 billion to an indirect subsidiary of the Booking Group and two affiliates of Hillhouse (the “2025 Booking and Hillhouse Notes”). The 2025 Booking and Hillhouse Notes are due on December 11, 2025 and bear interest of 2% per annum, which will be paid semi-annually beginning on June 11, 2016. The 2025 Booking and Hillhouse Notes will be convertible into the Company’s ADSs with an initial conversion price of approximately US$68.46 per ADS.

On September 12, 2016, the Company issued US$25 million Convertible Senior Note to an indirect subsidiary of the Booking Group (the “2022 Booking Note”). The 2022 Booking Note is due on September 15, 2022 and bears interest of 1.25% per annum, which will be paid semi-annually beginning on March 15, 2017. The 2022 Booking Note will be convertible into the Company’s ADSs with an initial conversion price of approximately US$65.49 per ADS.

The Company has accounted for the above notes as a single instrument. The value of the above notes is measured by the cash received. The Company recorded the interest expenses according to its annual interest rate. There was no BCF attribute to the above notes as the set conversion price for the above notes was greater than the fair value of the ADS price at date of issuance.

Long-term Loans from Commercial Banks

As of December 31, 2018 and 2019, the Company obtained long-term borrowings of

RMB8.0 billion

and

RMB

11.0 billion

in aggregate collateralized by bank deposits, properties and/or stock at one or more of its wholly-owned subsidiaries. The weighted average interest rate for the outstanding borrowings as of December 31, 2018 and 2019 was approximately

3.99%

3.65%.

Securitization Debt

As of December 31, 2019, securitization debt represents the revolving debt securities which are collateralized by the receivable related to financial services. The revolving debt securities have the terms ranged from two year to four year with the annual interest rate from 3.85% to 6.90%. The revolving debt securities do not contain significant covenant.

REDEEMABLE NON-CONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2019

Noncontrolling Interest [Abstract]

REDEEMABLE NON-CONTROLLING INTERESTS

18.	REDEEMABLE NON-CONTROLLING INTERESTS

One of the Company’s subsidiaries issued redeemable preferred shares amounting to RMB1.1 billion to certain third party investors in 2019. The preferred shares are redeemable at holder’s option

if the subsidiary fails to complete a qualified IPO in a pre-agreed period of time since its issuance with a redemption price measured by

10%

interest per year. The preferred shares are therefore accounted for as redeemable non-controlling interests in mezzanine equity and are accreted to the redemption value over the period starting from the issuance date.

For the year ended December 31, 2019, the Company recognized accretion of

RMB44

million to the respective redemption value of the preferred share over the period starting from issuance date with a corresponding reduction to the retained earnings.

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2019

EARNINGS/(LOSS) PER SHARE

EARNINGS/(LOSS) PER SHARE

19.	EARNINGS PER SHARE

Basic earnings per share and diluted earnings per share were calculated as follows:


	2017		2018		2019
	RMB (in millions, except for share and per share data)
Numerator:
Net income attributable to Trip’s shareholders		2,155		1,112		7,011
Eliminate the dilutive effect of interest expense of convertible notes		52		—		373

Numerator for diluted earnings per share		2,207		1,112		7,384

Denominator:
Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding		66,300,808		68,403,426		70,983,996
Dilutive effect of share options		2,978,969		2,521,197		1,976,959
Dilutive effect of convertible notes		2,345,083		—		7,283,059
Dilutive effect of convertible notes sold warrants		151,033		—		—

Denominator for diluted earnings per ordinary share		71,775,893		70,924,623		80,244,014

Basic earnings per ordinary share		32.51		16.25		98.78

Diluted earnings per ordinary share		30.75		15.67		92.02

Basic earnings per ADS		4.06		2.03		12.35

Diluted earnings per ADS		3.84		1.96		11.50

All the convertible senior notes were included in the computation of diluted EPS in 2019.

All the convertible senior notes had anti-dilutive impact and were excluded in the computation of diluted EPS in 2018. The 2018, 2020, 2025 and 2022 Notes, the 2025 Booking and Hillhouse Notes and 2022 Booking Notes were not included in the computation of diluted EPS in 2017 because the inclusion of such instrument would be anti-dilutive.

For the years ended December 31, 2017, 2018 and 2019, the Company had securities which could potentially dilute basic earnings per share in the future, which were excluded from the computation of diluted earnings/(loss) per share as their effects would have been anti-dilutive. Such weighted average numbers of ordinary shares outstanding are as following:


	2017		2018		2019
Convertible Notes		8,281,479		9,604,548		—
Outstanding weighted average stock options		99,695		2,521,197		1,976,959

		8,381,174		12,125,745		1,976,959

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2019

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

20.	COMMITMENTS AND CONTINGENCIES

Capital commitments

As of December 31, 201

, the Company had outstanding capital commitments totaling RMB13 million, which consisted of capital expenditures of property, equipment and software.

Deposit under guarantee arrangement

In connection with its air ticketing business, the Group 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. The unused deposits are repaid at the end of the guaranteed period on an annual basis. As of December 31, 201

, 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 RMB146 million.

Based on the guarantee arrangements and historical experience, the maximum amount of the future payments of Company is approximately RMB943 million which is the guaranteed amount of the air ticket that the Company could issue rather than a financial guarantee. 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 other legal proceeding or claims.

The Company is incorporated in Cayman Islands and is considered as a foreign entity under PRC laws. Due to the restrictions on foreign ownership of the

air-ticketing,

travel agency, advertising and internet content provision businesses, 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 Chinese laws and regulations.

GEOGRAPHIC INFORMATION

12 Months Ended

Dec. 31, 2019

Segments, Geographical Areas [Abstract]

GEOGRAPHIC INFORMATION

21.	GEOGRAPHIC INFORMATION

The following table presents revenue by geography area, the Greater China and all other countries, based on the geography location of its websites for the year ended December 31, 2017, 2018 and 2019. No revenue result from an individual country other than the Greater China accounted for more than 10% of revenue for the presented years.


	2017		2018		2019
	RMB (in millions)
Total Revenue
The Greater China		24,678		28,064		31,256
Others		2,315		3,040		4,460

		26,993		31,104		35,716

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2019

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

22.	SUBSEQUENT EVENTS

In April 2020, the Company, as borrower, has entered into a facility agreement with certain financial institutions, for up to US$1.0

billion transferrable term and revolving loan facility with an incremental facility of up to

US$500

million. The Facilities have a 3-year tranche and a 5-year tranche. The proceeds borrowed under the Facilities may be used for the general working capital requirements, including repayment of any existing financial indebtedness.

As a result of the COVID-19 outbreak in the first quarter of 2020, the Company’s businesses, results of operation, financial positions and cash flows are materially and adversely affected in the first quarter of 2020 with potential continuing impacts on subsequent periods, including but not limited to the material adverse impact on the Group’s revenues as result of the travel restrictions as well as significant incremental costs and expenses incurred when facilitating its end users in their cancellations and refund requests. The impacts of COVID-19 may also include slower collection of receivables and additional allowance for doubtful accounts and significant downward adjustments or impairment to the Group’s long-term investments and goodwill if the impacts become other than temporary. Because of the significant uncertainties surrounding the COVID-19 which is still evolving, the extent of the business disruption, including the duration and the related financial impact on subsequent periods cannot be reasonably estimated at this time.

PRINCIPAL ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2019

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 (“US GAAP”).

Consolidation

The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries:


Name of VIE and VIEs’ subsidiaries		Date of establishment/acquisition

Shanghai Ctrip Commerce Co., Ltd. (“Shanghai Ctrip Commerce”)		Established on July 18, 2000

Shanghai Huacheng Southwest International Travel Agency Co., Ltd. (“Shanghai Huacheng”, formerly known as Shanghai Huacheng Southwest Travel Agency Co., Ltd.)		Established on March 13, 2001

Chengdu Ctrip Travel Agency Co., Ltd. (“Chengdu Ctrip”)		Established on January 8, 2007

Beijing Qu Na Information Technology Company Limited (“Qunar Beijing”)		Established on March 17, 2006

Major variable interest entities and their subsidiaries

air-ticketing

Shanghai Huacheng is a domestic company incorporated in Shanghai, the PRC. Shanghai Huacheng holds a domestic travel agency license and mainly provides domestic tour services and

air-ticketing

services. Shanghai Ctrip Commerce holds 100% of the equity interest in Shanghai Huacheng. The registered capital of Shanghai Huacheng was RMB100,000,000 as of December 31, 2019.

Chengdu Ctrip is a domestic company incorporated in Chengdu, the PRC. Chengdu Ctrip holds

domestic travel agency license and is engaged in the provision of

air-ticketing

service. Two senior officers of the Company hold 100% of the equity interest in Chengdu Ctrip. The registered capital of Chengdu Ctrip was RMB500,000,000 as of December 31, 2019.

Details of certain key agreements with the VIEs are as follows:

Powers of Attorney:

Each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, signed an irrevocable power of attorney to appoint Ctrip Travel Network

Ctrip Travel Information, as

attorney-in-fact

Technical Consulting and Services Agreements:

10-year

terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a

30-day

advance written notice to the applicable consolidated affiliate Chinese entity.

Share Pledge Agreements:

Loan Agreements:

Exclusive Option Agreements:

shareholder of

10-year

terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a written notice to the

shareholder of

applicable consolidated affiliate Chinese entity.

day-to-day

operations, financial management systems and the appointment and dismissal of key employees.

Risks in relation to contractual arrangements between the Company’s PRC subsidiaries and its affiliated Chinese entities:

Summary financial information of the Group’s VIEs in the consolidated financial statements


	As of December 31,
	2018			2019
	RMB(in millions)			RMB(in millions)
Total assets		26,574			33,394
Less: Inter-company receivables		(5,228	)		(8,235	)
Total assets excluding inter-company		21,346			25,159
Total liabilities		23,405			29,594
Less: Inter-company payables		(14,117	)		(18,689	)
Total liabilities excluding inter-company		9,288			10,905

(non-current)

(December 31, 2018: RMB2.3 billion, December 31, 2019: RMB3.7 billion). The inter-company receivables of RMB5.2 billion and RMB

8.2

billion as of December 31, 2018 and 2019 mainly represented the

receivables by a VIE to one of the Company’s wholly-owned subsidiaries for treasury cash management purpose.

illion). The inter-company payables of RMB14.1 billion and RMB

18.7

billion as of December 31, 2018 and 2019 mainly represented

service fees payable to the WFOEs

(Ctrip Travel Information, Ctrip Travel Network, and Qunar Software each a wholly owned PRC subsidiary of

ours, “WFOEs”) under

the technical consulting and services agreements, which are operational in nature from the VIEs and their subsidiaries’ perspectives.

The following table set forth the summary of results of operations of the VIEs and their subsidiaries of the Company:


	For the year ended December 31,
	2017		2018		2019
	RMB(in millions)		RMB(in millions)		RMB(in millions)
Net revenues		8,237		8,357		9,572
Cost of revenues		2,490		2,983		3,627
Net income		863		170		89

As aforementioned, the VIEs mainly conduct transportation ticketing and advertising businesses. Revenues from VIEs accounted for around 27% of the Company’s total revenues in 2019.

The amount of service fees paid by all the VIEs as a percentage of the VIEs’ total net income were 68.3%, 88.5% and 94.6% for the years ended December 31, 2017, 2018 and 2019, respectively.

The following tables set forth the summary of cash flow activities of the VIEs and their subsidiaries of the Company:


	For the year ended December 31,
	2017		2018		2019
	RMB(in millions)		RMB(in millions)		RMB(in millions)
Net cash provided by/ (used in) operating activities		1,232		591		(517	)
Net cash used in investing activities		—		—		—
Net cash provided by financing activities		—		—		—

Foreign currencies

non-RMB

functional currency into the RMB are included in foreign currency translation adjustments, which is a separate component of shareholders’ equity on the consolidated financial statements.

The foreign currency translation adjustments are not subject to tax.

Translations of amounts from RMB into US$ are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB

6.9618

Cash and cash equivalents

Restricted cash

Short-term investments

Derivative instruments

Derivative Instruments

Installment credit and Nonrecourse securitization debt

Installment credit and nonrecourse securitization debt

As of December 31, 2018 and December 31, 2019, the

collateralized receivable related to financial services were

RMB733

million and

RMB

1.2

illion, respectively, and the

non-

collateralized receivable

related to financial services were RMB

818

million and

RMB

1.6

illion, respectively.

Land use rights

Property, equipment and software


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 years
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

available-for-sale

debt securities.

in-substance

available-for-sale

securities and measured and recorded at fair value with unrealized changes in fair value recorded through other comprehensive income.

the Company to reclassify the accumulated unrealized gain or loss of the equity investments measure

with

readily determi

nable fair values

that existed as of January 1, 2018, into retained earnings.

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.

Debt securities that the company has the intent to hold the security for an indefinite period or may sell the security in response to the changes in economic conditions are classified as

available-for-sale

Fair value measurement of financial instruments

Financial assets and liabilities of the Group primarily comprise of cash and cash equivalents, restricted cash, time deposits, financial products, derivative

nstruments, accounts receivable, due from related parties,

available-for-sale

nstruments, long-term debt, equity securities and

available-for-sale

debt investments, carrying values of these financial instruments approximated their fair values because of their generally short maturities. The Company reports derivative

nstruments, equity securities and

available-for-sale

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.

Business combination and Acquisitions

Business combination

non-controlling

interests. The excess of the (i) the total of cost of acquisition, fair value of the

non-controlling

Acquisitions

non-controlling

interest of one of the Company’s subsidiaries with the fair value of RMB399 million which is determined on Level 3 measures. The Company recognized a gain from the

re-measurement

of its previously held equity interest to the fair value with amount of RMB249 million and reported in other income (Note 2). The Company recognized the

non-controlling

interest of the equity interest disposed at the book value of the proportionate shares of the net assets of the subsidiary with amount of RMB4 million and the difference between the fair value of the

non-controlling

interest with the book value of RMB395 million recorded as additional

paid-in

capital.

The net liability assumed based on their fair values was RMB212 million, including cash acquired with amount of RMB482 million. The fair value of

non-controlling

interest amounting to RMB15 million was measured based on the purchase price, taking into account a discount reflective of the

non-controlling

nil respectively, and intangible assets increase of

RMB56 million

, RMB118 million and nil respectively.

Goodwill and other intangible assets

Goodwill is not amortized but is reviewed at least annually for impairment or earlier, if an indication of impairment exists. Recoverability of goodwill is evaluated using a

two-step

As of December 31, 2019, there

was

no event or any circumstance that the Company identified, which indicated that the fair value of the Company’s reporting unit was substantially lower than the respective carrying value. There was

impairment of goodwill during the years ended December 31, 2017, 2018 and 2019. Each quarter the Company reviews the events and circumstances to determine if goodwill impairment may be indicated.

Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of

non-compete

three

ten years.

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, 2017, 2018 and 2019.

Impairment of long-lived assets

Long-lived

Accrued liability for customer reward program

The Company’s end users participate in a loyalty points program. The points awarded from services can be redeemed for cash or used to purchase gifts on the Company’s website and mobile platforms.

The estimated incremental costs of the loyalty points program are recognized as sales and marketing expense, or as reduction of the revenue, depending on whether it can be redeemed to gifts or

red

eemed

for

immaterial

for the years ended December 31,

2018

and 2019.

Deferred revenue

check-out

Revenue recognition

The

Accommodation reservation services

non-cancellable

immaterial

during the years ended December 31, 2017, 2018 and 2019, respectively.

Transportation ticketing services

immaterial

during the years ended December 31, 2017, 2018 and 2019, respectively.

Packaged-tour

and 2019.

Corporate travel

on-line

and

off-line

services for air tickets, hotel and package-tour. Revenue is recognized on a net basis after the services are rendered and collections are reasonably assured.

Other businesses

Other businesses comprise primarily of online advertising services and financial services.

Allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews on a periodic basis for doubtful accounts for the outstanding trade receivable balances

and the receivable related to financial services


	2017			2018			2019
	RMB (in millions)
Balance at beginning of year		59			129			156
Provision for doubtful accounts		98			69			191
Write-offs		(28	)		(42	)		(91	)

Balance at end of year		129			156			256

Cost of revenues

Product development

350-50

“Website development costs” and ASC

350-40

Sales and marketing

Share-based compensation

Share incentive plans

In December, 2019, the Company completed a one-time

odification of

ptions (the “Modification”)

pursuant to which eligible employees were able to

exchange ever

four

the

share options that were granted under the 2017

ncentive Plan and the Global Incentive Plan, with

the

exercise price exceeding US$320 per ordinary share,

for one new

option entitling each eligible grantee to purchase one ordinary share

at the exercis

ice

US$0.01 with

the original vesting schedules remaining unchanged. As a result of the Modification,

835,849 options

were

exchange

for

209,026

new

options.

The incremental compensation cost of the Modification was immaterial.

The following table summarized the Company’s share option activity under all the option plans, which has reflected the effect of the Exchange of Qunar Share Incentive Plans (in US$, except shares):


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2016		5,532,515			157.82		4.54		900
Granted (including grants in exchange for Qunar options )		631,166			43.03
Exercised		(1,353,697	)		68.95
Forfeited		(99,226	)		133.92
Outstanding at December 31, 2017		4,710,758			168.80		4.72		867
Granted		3,286,756			204.65
Exercised		(1,050,382	)		92.58
Forfeited		(238,124	)		171.61
Outstanding at December 31, 2018		6,709,008			198.19		5.62		366
Granted		1,690,090			158.95
Exercised		(735,416	)		91.14
Forfeited		(240,747	)		167.40
Modified		(835,849	)		338.91
Converted from modification		209,026			0.01
Outstanding at December 31, 2019		6,796,112			177.71		5.63		679
Vested and expect to vest at December 31, 2019		6,453,834			177.98		5.56		643
Exercisable at December 31, 2019		2,517,635			186.23		3.30		229

The Company’s current practice is to issue new shares to satisfy share option exercises.

The

expected-to-vest

options are the result of applying the

pre-vesting

forfeiture rate assumptions of

% to total unvested option

in-the-money

options) that would have been received by the option holders if all

in-the-money

options had been exercised on December 31, 2019.

The total intrinsic value of options exercised during the years ended December 31, 2017, 2018 and 2019 were US$522 million US$356 million and US$162 million, respectively.

The weighted average fair value of options granted during the years ended December 31, 2017, 2018 and 2019 was US$376.78, US$150.38 and US$155.76 per share, respectively.


	2017	2018	2019
Risk-free interest rate	1.73 %-1.94 %	2.52 %-3.09 %	1.40%-2.44%
Expected life (years)	5.0	5.0	5.0
Expected dividend yield	0%	0%	0%
Volatility	46 %-48 %	42 %- 44 %	42%-43%
Fair value of options at grant date per share	from US$ 142.29 to US$ 430.87	from US$ 88.51 to US$ 350.71	from US$90.96 to US$259.03

The following table summarized the Company’s RSUs activities under all incentive plans (in US$, except shares):


	Number of Shares			Weighted average grant date fair value(US$)
Restricted shares

Unvested at December 31, 2016		1,462,239			263.28

Granted		15,664			323.92
Vested		(285,375	)		191.21
Forfeited		(96,806	)		274.71

Unvested at December 31, 2017		1,095,722			281.91

Granted		87,465			331.69
Vested		(471,773	)		261.48
Forfeited		(74,208	)		294.08

Unvested at December 31, 2018		637,206			302.45

Granted		18,750			298.64
Vested		(119,334	)		295.11
Forfeited		(35,526	)		309.72

Unvested at December 31, 2019		501,096			303.54

Operating leases

Leases

The Company applie

ASC 842, Leases, on January 1, 2019 on a modified retrospective basis and has elected not to re

Taxation

Other income/ (expense)

Other income/(expense)

ws:


	2017			2018			2019
	RMB ( in millions )
Fair value changes of equity securities investments		—			(3,064	)		2,334
(Provision)/settlement of provision and contingent liability balances related to an equity method investment (Note 13)		(967	)		(61	)		603
Subsidy income		264			469			589
Gain on disposal of long-term investments (Note 7)		1,416			1,181			318
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition (Note 2)		—			249			196
Impairments of long-term investments		(411	)		—			(205	)
Foreign exchange gains/(losses)		469			(17	)		(378	)
Others		108			168			173
Total		879			(1,075	)		3,630

Statutory reserves

The Company’s PRC subsidiaries and the VIEs are required to allocate at least 10% of their

after-tax

Dividends

Dividends are recognized when declared.

4-08(e)(3)

under Regulation

S-X,

2019

Earnings/(loss) per share

In accordance with

“Computation of Earnings Per Share”

per-share

computations for those and any prior-period financial statements presented shall be based on the new number of shares.

Effective December 1, 2015, the ratio of the Company’s American depositary shares (“ADSs”) to ordinary shares is eight (8) ADSs representing one (1) ordinary share.

Treasury stock

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.

Segment reporting

The Company primarily generates its revenues from the Greater China Area, for geographical information, please refer to Note 21.

Recently Accounting Pronouncements

Recent Accounting Pronouncements

Certain risks and concentration

PRINCIPAL ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2019

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 VIE and VIEs’ subsidiaries		Date of establishment/acquisition

Shanghai Ctrip Commerce Co., Ltd. (“Shanghai Ctrip Commerce”)		Established on July 18, 2000

Shanghai Huacheng Southwest International Travel Agency Co., Ltd. (“Shanghai Huacheng”, formerly known as Shanghai Huacheng Southwest Travel Agency Co., Ltd.)		Established on March 13, 2001

Chengdu Ctrip Travel Agency Co., Ltd. (“Chengdu Ctrip”)		Established on January 8, 2007

Beijing Qu Na Information Technology Company Limited (“Qunar Beijing”)		Established on March 17, 2006

Summary of consolidated balance sheet information of VIEs


	As of December 31,
	2018			2019
	RMB(in millions)			RMB(in millions)
Total assets		26,574			33,394
Less: Inter-company receivables		(5,228	)		(8,235	)
Total assets excluding inter-company		21,346			25,159
Total liabilities		23,405			29,594
Less: Inter-company payables		(14,117	)		(18,689	)
Total liabilities excluding inter-company		9,288			10,905

Summary of consolidated results of operations information of VIEs


	For the year ended December 31,
	2017		2018		2019
	RMB(in millions)		RMB(in millions)		RMB(in millions)
Net revenues		8,237		8,357		9,572
Cost of revenues		2,490		2,983		3,627
Net income		863		170		89

Summary of consolidated results of cash flows information of VIEs


	For the year ended December 31,
	2017		2018		2019
	RMB(in millions)		RMB(in millions)		RMB(in millions)
Net cash provided by/ (used in) operating activities		1,232		591		(517	)
Net cash used in investing activities		—		—		—
Net cash provided by financing activities		—		—		—

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 years
Furniture and fixtures		3 - 5 years
Software		3 - 5 years

Allowance for doubtful accounts


	2017			2018			2019
	RMB (in millions)
Balance at beginning of year		59			129			156
Provision for doubtful accounts		98			69			191
Write-offs		(28	)		(42	)		(91	)

Balance at end of year		129			156			256

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, which has reflected the effect of the Exchange of Qunar Share Incentive Plans (in US$, except shares):


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2016		5,532,515			157.82		4.54		900
Granted (including grants in exchange for Qunar options )		631,166			43.03
Exercised		(1,353,697	)		68.95
Forfeited		(99,226	)		133.92
Outstanding at December 31, 2017		4,710,758			168.80		4.72		867
Granted		3,286,756			204.65
Exercised		(1,050,382	)		92.58
Forfeited		(238,124	)		171.61
Outstanding at December 31, 2018		6,709,008			198.19		5.62		366
Granted		1,690,090			158.95
Exercised		(735,416	)		91.14
Forfeited		(240,747	)		167.40
Modified		(835,849	)		338.91
Converted from modification		209,026			0.01
Outstanding at December 31, 2019		6,796,112			177.71		5.63		679
Vested and expect to vest at December 31, 2019		6,453,834			177.98		5.56		643
Exercisable at December 31, 2019		2,517,635			186.23		3.30		229

Assumptions of Black-Scholes pricing model


	2017	2018	2019
Risk-free interest rate	1.73 %-1.94 %	2.52 %-3.09 %	1.40%-2.44%
Expected life (years)	5.0	5.0	5.0
Expected dividend yield	0%	0%	0%
Volatility	46 %-48 %	42 %- 44 %	42%-43%
Fair value of options at grant date per share	from US$ 142.29 to US$ 430.87	from US$ 88.51 to US$ 350.71	from US$90.96 to US$259.03

Schedule of restricted share activities under all incentive plans

The following table summarized the Company’s RSUs activities under all incentive plans (in US$, except shares):


	Number of Shares			Weighted average grant date fair value(US$)
Restricted shares

Unvested at December 31, 2016		1,462,239			263.28

Granted		15,664			323.92
Vested		(285,375	)		191.21
Forfeited		(96,806	)		274.71

Unvested at December 31, 2017		1,095,722			281.91

Granted		87,465			331.69
Vested		(471,773	)		261.48
Forfeited		(74,208	)		294.08

Unvested at December 31, 2018		637,206			302.45

Granted		18,750			298.64
Vested		(119,334	)		295.11
Forfeited		(35,526	)		309.72

Unvested at December 31, 2019		501,096			303.54

Summary of components of other income


	2017			2018			2019
	RMB ( in millions )
Fair value changes of equity securities investments		—			(3,064	)		2,334
(Provision)/settlement of provision and contingent liability balances related to an equity method investment (Note 13)		(967	)		(61	)		603
Subsidy income		264			469			589
Gain on disposal of long-term investments (Note 7)		1,416			1,181			318
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition (Note 2)		—			249			196
Impairments of long-term investments		(411	)		—			(205	)
Foreign exchange gains/(losses)		469			(17	)		(378	)
Others		108			168			173
Total		879			(1,075	)		3,630

PREPAYMENTS AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2019

PREPAYMENTS AND OTHER CURRENT ASSETS

Components of prepayments and other current assets

Components of prepayments and other current assets as of December 31, 2018 and 2019 were as follows:


	2018		2019
	RMB (in millions)
Prepayments and other deposits		6,877		8,395
Receivable related to financial services (Note 2)		1,551		2,777
Prepaid expenses		401		406
Receivables from financial institution		151		200
Others		577		932

Total		9,557		12,710

LONG-TERM DEPOSITS AND PREPAYMENTS (Tables)

12 Months Ended

Dec. 31, 2019

LONG-TERM DEPOSITS AND PREPAYMENTS

Components of long-term deposits and prepayments

Components of long-term deposits and prepayments as of December 31, 2018 and 2019 were as follows:


	2018		2019
	RMB (in millions)
Prepayments for purchase of long lived assets		127		517
Deposits paid to airline suppliers		243		209
Deposits paid to advertising suppliers		164		88
Deposits paid to hotel suppliers		70		36
Others		164		150

Total		768		1,000

PROPERTY, EQUIPMENT AND SOFTWARE (Tables)

12 Months Ended

Dec. 31, 2019

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, 2018 and 2019 were as follows:


	2018			2019
	RMB (in millions)
Buildings		5,418			5,423
Computer equipment		1,145			1,217
Website-related equipment		771			1,187
Furniture and fixtures		292			383
Software		215			313
Leasehold improvements		146			188
Construction in progress		9			11
Less: accumulated depreciation and amortization		(2,124	)		(2,587	)

Total net book value		5,872			6,135

INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2019

INVESTMENTS

Schedule of long-term investments

The Company’s long-term investments are consisted of the follows:


	2018		2019
	RMB (in millions)
Debt investments		5,107		17,604
Equity investments		21,767		33,674

		26,874		51,278

Summary of available-for sale investments by major security type

The following table summarizes the Company’s

available-for-sale

debt investments as of December 31, 2019 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Available-for-sale debt investments		2,693		257		(402	)		2,548

The following table summarizes the Company’s

available-for-sale

debt investments as of December 31, 2018 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Available-for-sale debt investments		2,633		236		(152	)		2,717

Schedule of equity securities with readily determinable fair values

The following table summarizes the Company’s equity securities with readily determinable fair values as of December 31, 2019 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Equity securities with readily determinable fair values		4,406		6,052		(421	)		10,037

The following table summarizes the Company’s equity securities with readily determinable fair values as of December 31, 2018 (RMB in millions):


	Cost, after adjusted with other-than-temporary impairment		Gross Unrealized Gains, including forex adjustment		Gross Unrealized Losses, including forex adjustment			Fair Value
Equity securities with readily determinable fair values		5,520		4,320		(845	)		8,995

Schedule of financial information of investees

The Company summarizes the condensed financial information of the Company’s equity investments as a group below in

accordance

with Rule

4-08

of Regulation

S-X

(RMB in millions).


	2017			2018			2019
	Equity investments			Equity investments			Equity investments
Operating data:
Revenue		14,243			17,429			28,423
Gross profit		8,145			11,513			17,608
Income from operations		80			294			2,590
Net (loss)/income		(223	)		990			970
Net loss attributable to equity method investments companies		(79	)		(81	)		(440	)
Add: Equity dilution impact		14			7			93
Add: Gain from disposal of equity method investments		—			42			—
Equity in (loss)/income of affiliates		(65	)		(32	)		(347	)


	2017			2018			2019
Balance sheet data:
Current assets		9,836			26,612			41,940
Long-term assets		16,553			37,435			45,968
Current liabilities		8,061			20,404			31,769
Long-term liabilities		6,191			12,011			10,677
Non-controlling interests		324			232			342

FAIR VALUE MEASUREMENT (Tables)

12 Months Ended

Dec. 31, 2019

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, 2019 Using
	Level 1		Level 2		Level 3		Fair Value at December 31, 2019
	RMB		RMB		RMB		RMB		US$
Assets
Financial products		—		25,679		—		25,679		3,689
Time deposits (with the maturity of more than three months)		—		12,319		—		12,319		1,769
Derivative:
Foreign currency forward contacts (with the maturity of less than one year)		—		116		—		116		17
Equity securities		10,037		—		—		10,037		1,442
Available-for-sale debt investments		—		—		2,548		2,548		366
Total Assets		10,037		38,114		2,548		50,699		7,283
Liabilities
Derivative:
Foreign currency forward contacts (with the maturity of more than one year)		—		9		—		9		1
Total Liabilities		—		9		—		9		1

	Fair Value Measurement at December 31, 2018 Using
	Level 1		Level 2		Level 3		Fair Value at December 31, 2018
	RMB		RMB		RMB		RMB		US$
Financial products		—		33,185		—		33,185		4,827
Time deposits (with the maturity of more than three months)		—		5,958		—		5,958		866
Equity securities		8,995		—		—		8,995		1,308
Available-for-sale debt investments		—		—		2,717		2,717		395

Total		8,995		39,143		2,717		50,855		7,396

Schedule of roll forward of major Level 3 investments


	Total
	RMB(in millions)
Fair value of Level 3 investments as at December 31, 2017		5,708
Transfer into Level 3		69
New addition		150
Disposal of investments		(2,655	)
Effect of exchange rate change		121
The change in fair value of the investments		(676	)

Fair value of Level 3 investments as at December 31, 2018		2,717
Transfer into Level 3		55
New addition		153
Disposal of investments		(93	)
Effect of exchange rate change		25
Other than temporary impairment		(205	)
The change in fair value of the investments		(104	)

Fair value of Level 3 investments as at December 31, 2019		2,548

Schedule of significant unobservable inputs adopted in the valuation


Unobservable Input
Revenue growth rate		3%~85%
Weighted average cost of capital		15%~16%
Lack of marketability discount		10%~15%
Expected volatility		38%~46%
Probability		Liquidation scenario: 35%~70% Redemption scenario: 30% IPO scenario: 30%~35%

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2019

GOODWILL

Schedule of changes in the carrying amount of goodwill


	2018			2019
	RMB (in millions)
Balance at beginning of year		56,246			58,026
Acquisition		1,786			393
Disposals and immaterial others		(6	)		(111	)

Balance at end of year		58,026			58,308

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2019

INTANGIBLE ASSETS

Schedule of intangible assets


	2018			2019
	RMB (in millions)
Intangible asset
Intangible assets to be amortized
Business Relationship (Representing the relationship with the travel service providers and other business partners)		1,858			1,844
Technology		751			633
Others		518			518
Intangible assets not subject to amortization
Trade mark		11,613			11,613
Others		163			159

		14,903			14,767

Less: accumulated amortization
Intangible assets to be amortized
Business Relationship		(671	)		(923	)
Technology		(353	)		(450	)
Others		(156	)		(221	)

		(1,180	)		(1,594	)

Net book value
Intangible assets to be amortized
Business Relationship		1,187			921
Technology		398			183
Others		362			297
Intangible assets not subject to amortization
Trade mark		11,613			11,613
Others		163			159

		13,723			13,173

Schedule of useful lives of finite-lived intangible assets


Business Relationship			5-10 years
Technology			5-10 years
Others			3-10 years

Schedule of future estimated amortization expense finite-lived intangible assets


	Amortization
	RMB (in millions)
2020		418
2021		255
2022		217
2023		163
2024		158

		1,211

LEASES (Tables)

12 Months Ended

Dec. 31, 2019

Lessee Disclosure [Abstract]

Supplemental cash flow information of lease


	2019
	RMB (in millions)
Cash paid for amounts included in the measurement of lease liabilities		403
Right-of-use assets obtained in exchange for operating lease liabilities		497

Schedule Of Consolidated Balance Sheet Information To Lease [Table Text Block]


	As of December 31, 2019
	RMB (in millions)
Right-of-use assets		1,207
Current lease liabilities included within Other payables and accruals		438
Long-term lease liabilities		749

Total lease liabilities		1,187

Weighted average remaining lease term		4 years
Weighted average discount rate		4.2	%

Schedule of maturities of lease liabilities


	As of December 31, 2019
	RMB ( i n millions)
2020		426
2021		351
2022		239
2023		141
2024		48
Thereafter		100

Total operating lease payments		1,305
Less: imputed interest		(118	)

Total		1,187

At December 31, 2018, minimum lease payments for operating leases under the previous lease standard (“ASC 840”) were as follows (in millions):


	As of December 31, 2018
	RMB (in millions)
2019		335
2020		225
2021		154
2022		96
2023		73
Thereafter		114

Total minimum lease payments		997

SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2019

SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT

Summary of short-term debt


	2018		2019
	RMB (in millions)
Short-term bank borrowings and current portion of long-term loan		25,090		21,118
Securitization debt		608		—
2020 Notes (Note 17)		—		4,873
2022 Notes (Note 17)		6,703		—
2025 Notes (Note 17)		—		2,785
2019 Booking Notes (Note 17)		3,438		—
2020 Booking Notes (Note 17)		—		1,740
2022 Booking Notes (Note 17)		172		—

Total		36,011		30,516

RELATED PARTY TRANSACTIONS AND BALANCES (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of related party transactions

During the years ended December 31, 2017, 2018 and 2019 significant related party transactions were as follows:


	2017		2018		2019
	RMB(in millions)
Commissions from Tongcheng-eLong (a)		—		190		217
Commissions from eLong (a)		573		63		—
Commissions from Huazhu (a)		77		61		72
Commissions from BTG (a)		63		93		91
Commissions to Tongcheng-eLong (b)		—		516		579
Commissions to eLong (b)		244		66		—
Commissions to Baidu (b)		80		67		—
Commissions to LY.com (b)		70		6		—

(a)

BTG, Huazhu and eLong , have entered into agreements with the Company, respectively, to provide hotel rooms for our

(b)

Schedule of significant balances with related parties


	2018		2019
	RMB( in millions)
Due from related parties, current:
Due from Tongcheng-eLong		1,278		2,149
Due from others		364		630
	1,642		2,779
Due from related parties, non-current:
Due from Skysea (a)		207		—
Due from others		22		25
	229		25
Due to related parties, current:
Due to Tongcheng-eLong		263		181
Due to others		229		219
	492		400

(a)

TAXATION (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of income/(loss) from domestic and foreign components before income tax expenses


	2017			2018			2019
	RMB (in millions)
Domestic		5,852			4,663			8,983
Foreign		(2,328	)		(2,742	)		104

Total		3,524			1,921			9,087

Schedule of composition of income tax expense


	2017			2018			2019
	RMB (in millions)
Current income tax expense		1,453			1,425			1,918
Deferred tax benefit		(168	)		(632	)		(176	)

Income tax expense		1,285			793			1,742

Schedule of reconciliation of the differences between statutory tax rate and the effective tax rate


	2017			2018			2019
Statutory CIT rate		25	%		25	%		25	%
Tax differential from statutory rate applicable to subsidiaries with preferential tax rates		6	%		(23	%)		(9	%)
Non-deductible expenses and non-taxable income incurred		3	%		37	%		1	%
Change in valuation allowance		2	%		2	%		2	%

Effective CIT rate		36	%		41	%		19	%

Schedule of effect of preferential tax on China operations


	2017		2018		2019
	RMB ( i n millions, except per share data)
Tax holiday effect		345		520		762
Basic net income per ADS effect		0.65		0.95		1.34
Diluted net income per ADS effect		0.60		0.92		1.19

Schedule of significant components of deferred tax assets and liabilities


	2018			2019
	RMB (in millions)
Accrued expenses		532			673
Loss carry forward		191			372
Accrued liability for customer reward related programs		57			68
Accrued staff salary		65			138
Others		243			207
Subtotal		1,088			1,458
Less: Valuation allowance of deferred tax assets		(238	)		(482	)
Total deferred tax assets		850			976

Deferred tax liabilities:
Recognition of intangible assets arise from business combinations and unrealized holding gain		(3,838	)		(3,592	)
Net deferred tax liabilities		(2,988	)		(2,616	)

Schedule of movement of valuation allowances


	2017		2018		2019
	RMB (in millions)
Balance at beginning of year		150		197		238
Current year additions		47		41		244

Balance at end of year		197		238		482

Subsidiaries

Schedule of reconciliation of the differences between statutory tax rate and the effective tax rate


	Impact on the effective tax rates
				2017			2018			2019
Ctrip Computer Technology		15	%		(1.6	%)		(5.5	%)		(2.4	%)
Ctrip Travel Information		15	%		(1.6	%)		(4.0	%)		(1.0	%)
Ctrip Travel Network		15	%		(1.6	%)		(5.7	%)		(1.9	%)
Chengdu Information		15	%		(2.1	%)		(3.2	%)		(0.8	%)
The Company and its subsidiaries in Hong Kong and Cayman		16.5%, 0	%		15.4	%		1.7	%		(0.9	%)
Qunar and subsidiaries		15	%		(1.0	%)		(5.0	%)		(1.5	%)
Others		15	%		(1.1	%)		(1.3	%)		(0.5	%)
Total					6.4	%		(23.0	%)		(9.0	%)

OTHER PAYABLES AND ACCRUALS (Tables)

12 Months Ended

Dec. 31, 2019

OTHER PAYABLES AND ACCRUALS

Schedule of other payables and accruals


	2018		2019
	RMB (in millions)
Accrued operating expenses		3,735		5,413
Deposits received from travel suppliers and packaged-tour users		836		1,044
Payable related to acquisition and investments		226		76
Accruals for property and equipment		22		144
Provision related to an equity method investment (Note 13)		367		—
Others		668		864
Total		5,854		7,541

LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2019

LONG-TERM DEBT

Schedule of convertible senior notes


	2018			2019
	RMB ( in millions)
2020 Notes		4,813			—
2025 Notes		2,750			—
2022 Notes		—			353
2020 Booking Notes		1,719			—
2025 Booking and Hillhouse Notes		6,876			6,962
2022 Booking Notes		—			174
Long-term loan		8,035			10,981
Securitization debt		—			1,074
Less: Debt issuance cost		(47	)		(7	)

Total		24,146			19,537

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2019

EARNINGS/(LOSS) PER SHARE

Schedule of basic earnings per share and diluted earnings per share

Basic earnings per share and diluted earnings per share were calculated as follows:


	2017		2018		2019
	RMB (in millions, except for share and per share data)
Numerator:
Net income attributable to Trip’s shareholders		2,155		1,112		7,011
Eliminate the dilutive effect of interest expense of convertible notes		52		—		373

Numerator for diluted earnings per share		2,207		1,112		7,384

Denominator:
Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding		66,300,808		68,403,426		70,983,996
Dilutive effect of share options		2,978,969		2,521,197		1,976,959
Dilutive effect of convertible notes		2,345,083		—		7,283,059
Dilutive effect of convertible notes sold warrants		151,033		—		—

Denominator for diluted earnings per ordinary share		71,775,893		70,924,623		80,244,014

Basic earnings per ordinary share		32.51		16.25		98.78

Diluted earnings per ordinary share		30.75		15.67		92.02

Basic earnings per ADS		4.06		2.03		12.35

Diluted earnings per ADS		3.84		1.96		11.50

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:


	2017		2018		2019
Convertible Notes		8,281,479		9,604,548		—
Outstanding weighted average stock options		99,695		2,521,197		1,976,959

		8,381,174		12,125,745		1,976,959

GEOGRAPHIC INFORMATION (Tables)

12 Months Ended

Dec. 31, 2019

Segments, Geographical Areas [Abstract]

Schedule of revenue from external customers by geographic areas


	2017		2018		2019
	RMB (in millions)
Total Revenue
The Greater China		24,678		28,064		31,256
Others		2,315		3,040		4,460

		26,993		31,104		35,716

PRINCIPAL ACCOUNTING POLICIES - Key agreements with the VIEs (Details)	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)
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	10 years
Term of automatic renewal of exclusive option agreements	10 years	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	10 years
Term of automatic renewal of technical consulting and services agreements	10 years	10 years
Written notice period required to be served for the termination of agreements	30 days	30 days
Ctrip Computer Technology, Ctrip Travel Network and Ctrip Travel Information \| Amended and Restated Technical Consulting and Services Agreement \| Minimum
Financial information of the group's VIEs
Average rate per ticket based on number of tickets sold (in RMB or US dollars per ticket)	$ 0.5	¥ 4
Qunar Software \| Loan Agreements
Financial information of the group's VIEs
Notice period for termination of agreement	15 days	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	30 days

PRINCIPAL ACCOUNTING POLICIES - Major VIEs and their subsidiaries (Details)	12 Months Ended
	Dec. 31, 2019 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 \| Two senior officers of the Company
Major variable interest entities and their subsidiaries
Number of officers \| ¥ / item	2
Shareholding percentage of VIE	100.00%
Registered capital of VIE	¥ 900,000,000
Shanghai Huacheng \| Shanghai Ctrip Commerce
Major variable interest entities and their subsidiaries
Shareholding percentage of VIE	100.00%
Registered capital of VIE	¥ 100,000,000
Chengdu Ctrip \| Two senior officers of the Company
Major variable interest entities and their subsidiaries
Number of officers \| ¥ / item	2
Shareholding percentage of VIE	100.00%
Registered capital of VIE	¥ 500,000,000
Qunar Beijing \| Two senior officers of the Company
Major variable interest entities and their subsidiaries
Number of officers \| ¥ / item	2
Shareholding percentage of VIE	100.00%
Registered capital of VIE	¥ 11,000,000

PRINCIPAL ACCOUNTING POLICIES - Summary financial information of the VIEs (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 CNY (¥)
Financial information of the group's VIEs
Total assets	$ 28,752		¥ 185,830		¥ 200,169
Total liabilities	13,405		97,097		93,324
Cash and cash equivalents	2,862		21,530	¥ 18,200	19,923
Short-term investment	3,312		36,753		23,058
Accounts receivables	1,100		5,668		7,661
Prepayments and other current assets	1,826		9,557		12,710
Accounts payable	1,766		11,714		12,294
Other payables and accruals	1,083		5,854		7,541
Advance from customers	1,677		9,472		11,675
Cost of revenues	1,059	¥ 7,372	6,324	4,678
Net income	1,004	6,998	1,096	2,174
Net cash provided by operating activities	$ 1,055	7,333	7,115	7,069
Variable interest entities
Financial information of the group's VIEs
Amount of registered capital and PRC statutory reserves of VIEs					2,100
Total assets			26,574		33,394
Less: Inter-company receivables			(5,228)		(8,235)
Total assets excluding inter-company			21,346		25,159
Total liabilities			23,405		29,594
Less: Inter-company payables			(14,117)		(18,689)
Total liabilities excluding inter-company			9,288		10,905
Cash and cash equivalents			7,200		6,900
Short-term investment			4,300		4,000
Accounts receivables			2,900		4,300
Prepayments and other current assets			3,600		5,100
Investments (non-current)			2,300		3,700
Accounts payable			3,400		3,700
Other payables and accruals			1,700		1,700
Advance from customers			2,300		3,200
Short-term debt			1,200		¥ 365
Net revenues		9,572	8,357	8,237
Cost of revenues		3,627	2,983	2,490
Net income		¥ 89	170	863
Revenues as a percent of total	27.00%	27.00%
Net income before the deduction of inter-company consulting fee charges		¥ 1,700	¥ 1,500	¥ 2,700
Service fees charged from affiliates as percentage of their total net income	94.60%	94.60%	88.50%	68.30%
Net cash provided by operating activities		¥ (517)	¥ 591	¥ 1,232

PRINCIPAL ACCOUNTING POLICIES - Foreign currencies (Details) ¥ in Millions	Dec. 31, 2019 CNY (¥) ¥ / $	Dec. 31, 2018 CNY (¥)
RMB/USD exchange rate used in translation \| ¥ / $	0.1436
Non-collateralized receivable related to financial services \| ¥	¥ 1,600	¥ 818

PRINCIPAL ACCOUNTING POLICIES - Installment credit and Nonrecourse securitization debt (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018
PRINCIPAL ACCOUNTING POLICIES
Collateralized receivable related to financial services	¥ 1,200	¥ 733
Non-collateralized receivable related to financial services	¥ 1,600	¥ 818

PRINCIPAL ACCOUNTING POLICIES - Land use rights (Details)	12 Months Ended
	Dec. 31, 2019
Minimum
Useful life	3 years
Maximum
Useful life	10 years
Land use rights \| Minimum
Useful life	40 years
Land use rights \| Maximum
Useful life	50 years

PRINCIPAL ACCOUNTING POLICIES - Property, equipment and software (Details)	12 Months Ended
	Dec. 31, 2019
Buildings \| Minimum
Property, equipment and software
Estimated useful life	30 years
Buildings \| Maximum
Property, equipment and software
Estimated useful life	40 years
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 POLICIES - Investments (Details) ¥ in Billions	Jan. 01, 2018 CNY (¥)
2016-01
Schedule of Investments [Line Items]
Reclassification from AOCI to retained earnings	¥ 6.1

PRINCIPAL ACCOUNTING POLICIES - Acquisitions (Details) ¥ in Millions, $ in Millions	1 Months Ended		12 Months Ended
	Nov. 30, 2019 CNY (¥)	May 31, 2018 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Purchase price allocation
Goodwill	¥ 393			¥ 393	¥ 1,786
Gain from the re-measurement of the previous held equity			$ 28	196	249
Others
Business combination disclosures
Purchase consideration				17	553	¥ 251
Purchase price allocation
Identifiable intangible assets					118	56
Goodwill					¥ 621	¥ 291
An offline travel agency
Business combination disclosures
Purchase consideration		¥ 1,100
Acquisition consideration in cash		¥ 198
Previously held interest (as a percent)		48.00%
Purchase price allocation
Non-controlling interests		¥ 15
Identifiable intangible assets		269
Deferred tax liabilities		67
Goodwill		1,200
Cash and cash equivalents		482
Fair value of previously held equity interest		543
Fair value of non-controlling interest		399
Gain from the re-measurement of the previous held equity		249
Difference between fair value and book value of the non-controlling interest		4
Difference between fair value and book value of the non-controlling interest		395
Net liabilities assumed		¥ 212
Intangible asset useful life		10 years
An offline travel agency \| A subsidiary of Company
Purchase price allocation
Noncontrolling interest (as a percent)		1.90%
Online travel agency
Business combination disclosures
Purchase consideration	¥ 259
Previously held interest (as a percent)	51.00%
Purchase price allocation
Cash acquired	¥ 11
Non-controlling interests	249
Gain from the re-measurement of the previous held equity	196
Net assets assumed	¥ 115

PRINCIPAL ACCOUNTING POLICIES - Goodwill and other intangible assets (Details) - CNY (¥)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Minimum
Intangible assets
Intangible asset useful life	3 years
Maximum
Intangible assets
Intangible asset useful life	10 years
Goodwill and other intangible assets
Intangible assets
Impairment of goodwill	¥ 0	¥ 0	¥ 0
Impairment on other intangible assets	¥ 0	¥ 0	¥ 0

PRINCIPAL ACCOUNTING POLICIES - Accrued liability for customer reward program and Revenue recognition (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
PRINCIPAL ACCOUNTING POLICIES
Accrued liability for customer reward program		$ 69	¥ 478	¥ 528
Customer reward program expenses recognized	¥ 100

PRINCIPAL ACCOUNTING POLICIES - Allowance for doubtful accounts (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Allowance for doubtful accounts activity
Balance at beginning of year		¥ 156	¥ 129	¥ 59
Provision for doubtful accounts	$ 27	191	69	98
Write-offs		(91)	(42)	(28)
Balance at end of year		¥ 256	¥ 156	¥ 129

PRINCIPAL ACCOUNTING POLICIES - Sales and marketing (Details) - CNY (¥) ¥ in Billions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Sales and marketing
Advertising expenses	¥ 5.5	¥ 6.0	¥ 5.1

PRINCIPAL ACCOUNTING POLICIES - Share incentive plans (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based compensation disclosures
Number of options granted under share incentive plan	1,690,090	3,286,756	631,166
Number of option outstanding under share incentive plans (in shares)	6,796,112	6,709,008	4,710,758	5,532,515
Number of options modified under share incentive plan	(835,849)
Number of options converted from the modified under share incentive plan	209,026
Restricted stock units (RSUs) \| Employees
Share-based compensation disclosures
Requisite service period	4 years	4 years
Ctrip 2007 Incentive Plan \| Stock options \| Employees
Share-based compensation disclosures
Number of option outstanding under share incentive plans (in shares)	2,438,190	3,400,231
Ctrip 2007 Incentive Plan \| Restricted stock units (RSUs) \| Employees
Share-based compensation disclosures
Restricted stock units outstanding (in shares)	429,354	569,497
Global Incentive Plan \| Stock options \| Employees
Share-based compensation disclosures
Number of options granted under share incentive plan	1,690,090	3,286,756
Number of option outstanding under share incentive plans (in shares)	4,357,922	3,308,777
Global Incentive Plan \| Restricted stock units (RSUs) \| Employees
Share-based compensation disclosures
Number of options granted under share incentive plan	18,750	87,465
Restricted stock units outstanding (in shares)	71,742	67,709
Modification
Share-based compensation disclosures
Share-based payment award, plan modification, description and terms	exercise price exceeding US$320 per ordinary share,
Number of options modified under share incentive plan	835,849
Number of options converted from the modified under share incentive plan	209,026

PRINCIPAL ACCOUNTING POLICIES - Option activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Number of Shares
Outstanding, beginning	6,709,008	4,710,758	5,532,515
Granted	1,690,090	3,286,756	631,166
Exercised	(735,416)	(1,050,382)	(1,353,697)
Forfeited	(240,747)	(238,124)	(99,226)
Modified	(835,849)
Converted from modification	209,026
Outstanding, ending	6,796,112	6,709,008	4,710,758	5,532,515
Vested and expect to vest, ending	6,453,834
Exercisable, ending	2,517,635
Weighted Average Exercise Price
Outstanding, beginning (in dollars per share)	$ 198.19	$ 168.80	$ 157.82
Granted (in dollars per share)	158.95	204.65	43.03
Exercised (in dollars per share)	91.14	92.58	68.95
Forfeited (in dollars per share)	$ 167.40	171.61	133.92
Modified	338.91
Converted from modification	0.01
Outstanding, ending (in dollars per share)	$ 177.71	$ 198.19	$ 168.80	$ 157.82
Vested and expect to vest, ending (in dollars per share)	177.98
Exercisable, ending (in dollars per share)	$ 186.23
Weighted Average Remaining Contractual Life (Years)
Outstanding	5 years 7 months 17 days	5 years 7 months 13 days	4 years 8 months 19 days	4 years 6 months 14 days
Vested and expect to vest at the end of the period	5 years 6 months 21 days
Exercisable at the end of the period	3 years 3 months 18 days
Aggregate Intrinsic Value
Outstanding	$ 679	$ 366	$ 867	$ 900
Vested and expect to vest	643
Exercisable	$ 229
Assumptions
Pre-vesting forfeiture rate assumptions (as a percent)	8.00%
Closing stock price (in dollars per share)	$ 268.32
Total intrinsic value of options exercised	$ 162	$ 356	$ 522
ADS
Assumptions
Closing stock price (in dollars per share)	$ 33.54

PRINCIPAL ACCOUNTING POLICIES -Exercisable options price range (Details) $ / shares in Units, ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2018 $ / shares	Dec. 31, 2017 CNY (¥)	Dec. 31, 2017 $ / shares
Other disclosures
Weighted average fair value of options granted (in dollars per share) \| $ / shares	$ 155.76			$ 150.38		$ 376.78
Unrecognized compensation cost \| $	$ 576
Weighted average recognized period	2 years 6 months	2 years 6 months
Proceeds from exercise of share options	$ 67	¥ 467	¥ 677		¥ 732

PRINCIPAL ACCOUNTING POLICIES - Options fair value assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based compensation disclosures
Risk-free interest rate, minimum (as a percent)	1.40%	2.52%	1.73%
Risk-free interest rate, maximum (as a percent)	2.44%	3.09%	1.94%
Expected life (years)	5 years	5 years	5 years
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%
Volatility, minimum (as a percent)	42.00%	42.00%	46.00%
Volatility, maximum (as a percent)	43.00%	44.00%	48.00%
Weighted average fair value of option	$ 155.76	$ 150.38	$ 376.78
Minimum
Share-based compensation disclosures
Weighted average fair value of option	90.96	88.51	142.29
Maximum
Share-based compensation disclosures
Weighted average fair value of option	$ 259.03	$ 350.71	$ 430.87

PRINCIPAL ACCOUNTING POLICIES - RSUs activities (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Weighted average grant date fair value
Unrecognized compensation cost	$ 576
Weighted average recognized period	2 years 6 months
Restricted stock units (RSUs)
Number of Shares
Unvested at beginning year (in shares)	637,206	1,095,722	1,462,239
Granted (in shares)	18,750	87,465	15,664
Vested (in shares)	(119,334)	(471,773)	(285,375)
Forfeited (in shares)	(35,526)	(74,208)	(96,806)
Unvested at end of year (in shares)	501,096	637,206	1,095,722
Weighted average grant date fair value
Unvested at beginning of year (in dollars per share)	$ 302.45	$ 281.91	$ 263.28
Granted (in dollars per share)	298.64	331.69	323.92
Vested (in dollars per share)	295.11	261.48	191.21
Forfeited (in dollars per share)	309.72	294.08	274.71
Unvested at end of year (in dollars per share)	$ 303.54	$ 302.45	$ 281.91
Unrecognized compensation cost	$ 32
Weighted average recognized period	2 months 12 days

PRINCIPAL ACCOUNTING POLICIES - Other income/ (expense) (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Other income/ (expense)
Fair value changes of equity securities investments		¥ 2,334	¥ (3,064)
(Provision)/settlement of provision and contingent liability balances related to an equity method investment (Note 13)	$ 87	603	(61)	¥ (967)
Subsidy income		589	469	264
Gain on disposal of long-term investments (Note7)	46	318	1,181	1,416
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition (Note 2)		196	249
Impairments of long-term investments	(29)	(205)		(411)
Foreign exchange gains/(losses)		(378)	(17)	469
Others		173	168	108
Total	$ 521	¥ 3,630	¥ (1,075)	¥ 879

PRINCIPAL ACCOUNTING POLICIES - Statutory reserves (Details) - China	12 Months Ended
	Dec. 31, 2019
Statutory reserves disclosures
Portion of after-tax profit to be allocated to general reserve under PRC law (as a percent)	10.00%
Maximum percentage of statutory general reserve related to entity's registered capital	50.00%

PRINCIPAL ACCOUNTING POLICIES - Dividends (Details) - China - CNY (¥) ¥ in Billions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Dividends
Restricted net assets of company's PRC subsidiaries and VIEs not distributable in form of dividends to parent	¥ 7
Accumulated profit of subsidiaries in PRC distributable in form of dividends to parent	¥ 22	¥ 16	¥ 12
Withholding tax rate for dividends distributed by foreign invested enterprise to their immediate holding companies outside mainland china (as a percent)	10.00%

PRINCIPAL ACCOUNTING POLICIES - Earnings/(loss) per share (Details)	Dec. 31, 2015
ADS
Treasury stock disclosures
Ratio of ADSs to ordinary shares	8

PRINCIPAL ACCOUNTING POLICIES - Segment reporting (Details)	12 Months Ended
	Dec. 31, 2019 item
Segment reporting disclosures
Number of reportable segments	1

PRINCIPAL ACCOUNTING POLICIES - Lease (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Jan. 01, 2019 CNY (¥)
Lease
Right-of-use assets	$ 173	¥ 1,207
Lease liabilities		1,187
Current lease liabilities		¥ 438
2016-02
Lease
Right-of-use assets			¥ 1,000
Lease liabilities			980
Current lease liabilities			¥ 322

PREPAYMENTS AND OTHER CURRENT ASSETS (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other deposits		¥ 8,395	¥ 6,877
Receivable related to financial services (Note 2)		2,777	1,551
Prepaid expenses		406	401
Receivables from financial institution		200	151
Others		932	577
Total	$ 1,826	¥ 12,710	¥ 9,557

LONG-TERM DEPOSITS AND PREPAYMENTS (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
LONG-TERM DEPOSITS AND PREPAYMENTS
Prepayments for purchase of long lived assets		¥ 88	¥ 164
Deposits paid to airline suppliers		517	127
Deposits paid to advertising suppliers		209	243
Deposits paid to hotel suppliers		36	70
Others		150	164
Total	$ 144	¥ 1,000	¥ 768

LAND USE RIGHTS (Details) - CNY (¥) ¥ in Millions	12 Months Ended
LAND USE RIGHTS (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Minimum
Intangible assets
Useful life	3 years
Maximum
Intangible assets
Useful life	10 years
Land use rights
Intangible assets
Amortization expense	¥ 3	¥ 3	¥ 3
Net book value	¥ 91	¥ 94
Land use rights \| Minimum
Intangible assets
Useful life	40 years
Land use rights \| Maximum
Intangible assets
Useful life	50 years

PROPERTY, EQUIPMENT AND SOFTWARE (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 CNY (¥)
Property, equipment and software
Less: accumulated depreciation and amortization			¥ (2,124)		¥ (2,587)
Total net book value	$ 881		5,872		6,135
Depreciation	$ 94	¥ 656	546	¥ 490
Buildings
Property, equipment and software
Original value			5,418		5,423
Computer equipment
Property, equipment and software
Original value			1,145		1,217
Website-related equipment
Property, equipment and software
Original value			771		1,187
Furniture and fixtures
Property, equipment and software
Original value			292		383
Software
Property, equipment and software
Original value			215		313
Leasehold improvements
Property, equipment and software
Original value			146		188
Construction in progress
Property, equipment and software
Original value			¥ 9		¥ 11

INVESTMENTS - (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
INVESTMENTS
Debt investments		¥ 17,604	¥ 5,107
Equity investments		33,674	21,767
Long-term investments	$ 7,366	¥ 51,278	¥ 26,874

INVESTMENTS - Held to maturity and Available-for-sale debt investments (Details) - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Held to maturity debt securities
Carrying amount of held to maturity investments	¥ 15,100	¥ 2,400
Weighted average maturities periods	1 year 6 months	1 year 6 months
Available-for-sale debt investments
Available-for-sale debt securities, Cost, after adjusted with other-than-temporary impairment	¥ 2,693	¥ 2,633
Available-for-sale debt securities, Gross Unrealized Gains, including forex adjustment	257	236
Available-for-sale debt securities, Gross Unrealized Losses, including forex adjustment	(402)	(152)
Available-for-sale debt securities, fair value	2,548	2,717
Unrealized securities holding gain, net of tax	¥ 5	¥ (16)	¥ 305

INVESTMENTS - Equity securities with readily determinable fair values (Details) - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equity securities with readily determinable fair values
Equity securities with readily determinable fair values, Cost, after adjusted with other than temporary impairment	¥ 4,406	¥ 5,520
Equity securities with readily determinable fair values, Gross Unrealized Gains, including forex adjustment	6,052	4,320
Equity securities with readily determinable fair values, Gross Unrealized Losses, including forex adjustment	(421)	(845)
Equity securities with readily determinable fair values, Fair value	¥ 10,037	¥ 8,995

INVESTMENTS - Equity securities without readily determinable fair values (Details) - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Equity securities without readily determinable fair values
Carrying value of equity securities without readily determinable fair values	¥ 596	¥ 584
Total consideration	0	261	¥ 1,400
(Loss)/Gain on sale of equity securities without readily determinable fair values	(1)	122	1,400
Equity securities without readily determinable fair values paid for business acquisitions		294
Investment in equity securities without readily determinable fair value	¥ 89	¥ 92	¥ 200

INVESTMENTS - Homeinns and BTG (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
INVESTMENTS
Carrying value under equity investments	¥ 33,674	¥ 21,767
BTG
INVESTMENTS
Equity method investment, ownership interest (as a percent)			22.00%
Homeinns and BTG
INVESTMENTS
Carrying value under equity investments	¥ 2,800	¥ 2,700

INVESTMENTS - Tujia (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018
INVESTMENTS
Carrying value under equity investments	¥ 33,674	¥ 21,767
Fair value of preferred shares under available-for-sale	2,548	2,717
Tujia
INVESTMENTS
Carrying value under equity investments	1,000	1,200
Fair value of preferred shares under available-for-sale	¥ 1,500	¥ 1,600

INVESTMENTS - Tongcheng-Elong and MakeMyTrip (Details) ¥ in Millions, $ in Billions		1 Months Ended
	Mar. 01, 2019 CNY (¥)	Aug. 31, 2019 USD ($)	Aug. 31, 2019 CNY (¥)	Mar. 31, 2018 CNY (¥)	Dec. 31, 2019 CNY (¥)	Aug. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	May 31, 2015
INVESTMENTS
Carrying value under equity investments					¥ 33,674		¥ 21,767
MakeMyTrip [Member]
INVESTMENTS
Equity method investment, ownership interest (as a percent)		49.00%				49.00%
Previously held equity investment amount		$ 0.2	¥ 1,800
Newly issued equity investment amount		1.0				¥ 6,900
Total consideration		$ 1.2				¥ 8,700
eLong
INVESTMENTS
Equity method investment, ownership interest (as a percent)								38.00%
E-dragon \| Other income
INVESTMENTS
Gain from disposal of equity investment	¥ 267			¥ 847
Tongcheng-eLong
INVESTMENTS
Equity method investment, ownership interest (as a percent)							27.00%
Carrying value under equity investments					¥ 5,500		¥ 5,300
Total consideration							¥ 1,400

INVESTMENTS - Investment funds (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
INVESTMENTS
Carrying value under equity investments		¥ 33,674	¥ 21,767
Operating data:
Equity in (loss)/income of affiliates	$ (50)	(347)	(32)	¥ (65)
Balance sheet data:
Current assets		41,940	26,612	9,836
Long-term assets		45,968	37,435	16,553
Current liabilities		31,769	20,404	8,061
Long-term liabilities		10,677	12,011	6,191
Non-controlling interests		342	232	324
Total cash paid for equity method investments		1,400	1,700	200
Investment funds
INVESTMENTS
Carrying value under equity investments		2,500	1,200
Other equity investments
INVESTMENTS
Carrying value under equity investments		2,800	1,800
Equity investments
Operating data:
Revenue		28,423	17,429	14,243
Gross profit		17,608	11,513	8,145
Income from operations		2,590	294	80
Net (loss)/income		970	990	(223)
Net loss attributable to equity method investments companies		(440)	(81)	(79)
Add: Equity dilution impact		93	7	14
Add: Gain from disposal of equity method investments			42
Equity in (loss)/income of affiliates		(347)	¥ (32)	¥ (65)
MakeMy Trip
INVESTMENTS
Carrying value under equity investments		¥ 8,500

INVESTMENTS - Impairments (Details) - Other income/ (expense) - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Impairments
Impairment charges of equity securities with readily determinable fair value			¥ 116
Available-for-sale debt investments impairment charges	¥ 150	¥ 0	156
Equity method investment impairment charges	0	61	64
Impairment charges of equity securities without readily determinable fair value	¥ 55	¥ 0	¥ 139

FAIR VALUE MEASUREMENT (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CNY (¥)
Derivative:
Equity securities		¥ 10,037		¥ 8,995
Available-for-sale debt investments		2,548		2,717
Measured on recurring basis
Assets
Financial products	$ 3,689	25,679	$ 4,827	33,185
Time deposits (With the maturity of more than three months)	1,769	12,319	866	5,958
Derivative:
Foreign currency forward contacts (with the maturity of less than one year)	17	116
Equity securities	1,442	10,037	1,308	8,995
Available-for-sale debt investments	366	2,548	395	2,717
Total Assets	7,283	50,699	$ 7,396	50,855
Derivative:
Foreign currency forward contacts (with the maturity of more than one year)	1	9
Total liabilities	$ 1	9
Measured on recurring basis \| Quoted prices in active market for identical assets (Level 1)
Derivative:
Equity securities		10,037		8,995
Total Assets		10,037		8,995
Measured on recurring basis \| Significant other observable inputs (Level 2)
Assets
Financial products		25,679		33,185
Time deposits (With the maturity of more than three months)		12,319		5,958
Derivative:
Foreign currency forward contacts (with the maturity of less than one year)		116
Total Assets		38,114		39,143
Derivative:
Foreign currency forward contacts (with the maturity of more than one year)		9
Total liabilities		9
Measured on recurring basis \| Unobservable inputs (Level 3)
Derivative:
Available-for-sale debt investments		2,548		2,717
Total Assets		¥ 2,548		¥ 2,717

FAIR VALUE MEASUREMENT - Roll forward of major Level 3 investments (Details) - Unobservable inputs (Level 3) - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Roll forward of major Level 3 investments
Fair value of Level 3 investments, beginning balance	¥ 2,717	¥ 5,708
Transfer into Level 3	55	69
New addition	153	150
Disposal of investments	(93)	(2,655)
Effect of exchange rate change	25	121
Other than temporary impairments	(205)
The change in fair value of the investments	(104)	(676)
Fair value of Level 3 investment, ending balance	¥ 2,548	¥ 2,717

FAIR VALUE MEASUREMENT - Significant unobservable inputs (Details)	Dec. 31, 2019
Minimum \| Revenue growth rate
Significant unobservable inputs used in the valuation
Unobservable inputs	3
Minimum \| Weighted average cost of capital
Significant unobservable inputs used in the valuation
Unobservable inputs	15
Minimum \| Lack of marketability discount
Significant unobservable inputs used in the valuation
Unobservable inputs	10
Minimum \| Expected volatility
Significant unobservable inputs used in the valuation
Unobservable inputs	38
Maximum \| Revenue growth rate
Significant unobservable inputs used in the valuation
Unobservable inputs	85
Maximum \| Weighted average cost of capital
Significant unobservable inputs used in the valuation
Unobservable inputs	16
Maximum \| Lack of marketability discount
Significant unobservable inputs used in the valuation
Unobservable inputs	15
Maximum \| Expected volatility
Significant unobservable inputs used in the valuation
Unobservable inputs	46
Liquidation scenario \| Minimum \| Probability
Significant unobservable inputs used in the valuation
Unobservable inputs	35
Liquidation scenario \| Maximum \| Probability
Significant unobservable inputs used in the valuation
Unobservable inputs	70
Redemption scenario \| Probability
Significant unobservable inputs used in the valuation
Unobservable inputs	30
IPO scenario \| Minimum \| Probability
Significant unobservable inputs used in the valuation
Unobservable inputs	30
IPO scenario \| Maximum \| Probability
Significant unobservable inputs used in the valuation
Unobservable inputs	35

GOODWILL (Details) ¥ in Millions, $ in Millions	1 Months Ended	12 Months Ended
GOODWILL (Details) ¥ in Millions, $ in Millions	Nov. 30, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Changes in the carrying amount of goodwill
Balance at beginning of year			¥ 58,026	¥ 56,246
Acquisition	¥ 393		393	1,786
Disposals and immaterial others			(111)	(6)
Balance at end of period		$ 8,375	¥ 58,308	¥ 58,026

INTANGIBLE ASSETS (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018
Intangible assets disclosures
Intangible assets	¥ 14,767	¥ 14,903
Less: accumulated amortization	(1,594)	(1,180)
Net book value	13,173	13,723
Trademark
Intangible assets disclosures
Intangible assets not subject to amortization	11,613	11,613
Net book value - intangible assets not subject to amortization	11,613	11,613
Others
Intangible assets disclosures
Intangible assets not subject to amortization	159	163
Net book value - intangible assets not subject to amortization	159	163
Business Relationship
Intangible assets disclosures
Intangible assets to be amortized	1,844	1,858
Less: accumulated amortization	(923)	(671)
Net book value - intangible assets to be amortized	921	1,187
Technology
Intangible assets disclosures
Intangible assets to be amortized	633	751
Less: accumulated amortization	(450)	(353)
Net book value - intangible assets to be amortized	183	398
Others
Intangible assets disclosures
Intangible assets to be amortized	518	518
Less: accumulated amortization	(221)	(156)
Net book value - intangible assets to be amortized	¥ 297	¥ 362

INTANGIBLE ASSETS - Finite-lived intangible assets (Details)	12 Months Ended
	Dec. 31, 2019
Minimum
Intangible assets disclosures
Intangible asset useful life	3 years
Maximum
Intangible assets disclosures
Intangible asset useful life	10 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	10 years

INTANGIBLE ASSETS - Amortization expense (Details) - Amortization [Member] - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	¥ 437	¥ 433	¥ 391
Annual estimated amortization expense for intangible assets subject to amortization
2020	418
2021	255
2022	217
2023	163
2024	158
Total	¥ 1,211

LEASES - Supplemental cash flow information (Details) ¥ in Millions	12 Months Ended
	Dec. 31, 2019 CNY (¥)
Lessee Disclosure [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	¥ 403
Right-of-use assets obtained in exchange for operating lease liabilities	¥ 497

LEASES - Supplemental consolidated balance sheet information (Details) - Dec. 31, 2019 ¥ in Millions, $ in Millions	USD ($)	CNY (¥)
Lessee Disclosure [Abstract]
Right-of-use assets	$ 173	¥ 1,207
Current lease liabilities included within Other payables and accruals		438
Long-term lease liabilities	$ 108	749
Total		¥ 1,187
Weighted average remaining lease term	4 years	4 years
Weighted average discount rate	4.20%	4.20%

LEASES - Maturities of lease liabilities (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018
Lessee Disclosure [Abstract]
2020	¥ 426
2021	351
2022	239
2023	141
2024	48
Thereafter	100
Total operating lease payments	1,305
Less: imputed interest	(118)
Total	¥ 1,187
2019		¥ 335
2020		225
2021		154
2022		96
2023		73
Thereafter		114
Total operating lease payments		¥ 997

LEASES (Details) - CNY (¥) ¥ in Millions	12 Months Ended
LEASES (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating lease cost	¥ 405
Weighted average remaining lease term	4 years
Lease expense		¥ 502	¥ 445
Maximum [Member]
Weighted average remaining lease term	10 years
Minimum [Member]
Weighted average remaining lease term	1 year

SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Short-term borrowings
Total	$ 4,383	¥ 30,516	¥ 36,011
Restricted cash	262	1,824	4,244	¥ 1,700
2020 Notes
Short-term borrowings
Long-term debt, current maturities		4,873
2022 Notes
Short-term borrowings
Long-term debt, current maturities			6,703
2025 Notes
Short-term borrowings
Long-term debt, current maturities		2,785
2019 Booking Notes
Short-term borrowings
Long-term debt, current maturities			3,438
2020 Booking Notes
Short-term borrowings
Long-term debt, current maturities		1,740
2022 Booking Notes
Short-term borrowings
Long-term debt, current maturities			172
Loan facility
Short-term borrowings
Short-term bank borrowings and current portion of long-term loan		21,118	25,090
Securitization debt
Short-term borrowings
Long-term debt, current maturities			¥ 608
Short-term borrowings
Short-term borrowings
Short-term bank borrowings and current portion of long-term loan	3,000	21,100
Short-term borrowings collateralized by bank deposits and/or short-term investments	1,000	6,700
Restricted cash	392	2,700
Short term investment	$ 678	¥ 4,700
Weighted average interest rate	3.79%	3.79%

RELATED PARTY TRANSACTIONS AND BALANCES (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)
RELATED PARTY TRANSACTIONS AND BALANCES
Due from related parties, current		¥ 1,642		$ 399	¥ 2,779
Due from related parties, non-current		229		4	25
Due to related parties, current		492		57	400
Other payables and accruals		5,854		$ 1,083	7,541
Tongcheng-eLong
RELATED PARTY TRANSACTIONS AND BALANCES
Commissions from related parties	¥ 217	190
Commissions to related parties	579	516
Due from related parties, current		1,278			2,149
Due to related parties, current		263			181
eLong
RELATED PARTY TRANSACTIONS AND BALANCES
Commissions from related parties		63	¥ 573
Commissions to related parties		66	244
Huazhu
RELATED PARTY TRANSACTIONS AND BALANCES
Commissions from related parties	72	61	77
BTG
RELATED PARTY TRANSACTIONS AND BALANCES
Commissions from related parties	¥ 91	93	63
Baidu
RELATED PARTY TRANSACTIONS AND BALANCES
Commissions to related parties		67	80
Skysea
RELATED PARTY TRANSACTIONS AND BALANCES
Provision for the loan and receivable			536		236
Due from related parties, non-current		207
Other payables and accruals			367
Contingent Payables					367
Skysea \| Other Income [Member]
RELATED PARTY TRANSACTIONS AND BALANCES
Recognized As Other Income					603
LY.com
RELATED PARTY TRANSACTIONS AND BALANCES
Commissions to related parties		6	¥ 70
Others
RELATED PARTY TRANSACTIONS AND BALANCES
Due from related parties, current		364			630
Due from related parties, non-current		22			25
Due to related parties, current		¥ 229			¥ 219

EMPLOYEE BENEFITS (Details) - CNY (¥) ¥ in Billions	12 Months Ended
EMPLOYEE BENEFITS (Details) - CNY (¥) ¥ in Billions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
EMPLOYEE BENEFITS
Expense of employee benefits	¥ 2.0	¥ 1.7	¥ 1.6

TAXATION - Company's subsidiaries (Details) - CNY (¥) ¥ in Millions	12 Months Ended									36 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2019
Taxation
Applicable tax rate (as a percent)		25.00%	25.00%	25.00%
Undistributed earnings deferred tax liability		¥ 0								¥ 0
Ctrip Computer Technology
Taxation
Applicable tax rate (as a percent)										15.00%
Ctrip Travel Network
Taxation
Applicable tax rate (as a percent)										15.00%
Ctrip Travel Information
Taxation
Applicable tax rate (as a percent)										15.00%
Cayman
Taxation
Applicable tax rate (as a percent)		0.00%
Hong Kong Profits Tax
Taxation
Applicable tax rate (as a percent)		16.50%
PRC Corporate Income Tax
Taxation
Applicable tax rate (as a percent)		25.00%
PRC Corporate Income Tax \| Western region of China \| Chengdu Ctrip
Taxation
Applicable tax rate approved (as a percent)	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%
PRC Corporate Income Tax \| Western region of China \| Chengdu Ctrip International
Taxation
Applicable tax rate approved (as a percent)	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%
PRC Corporate Income Tax \| Western region of China \| Chengdu Information
Taxation
Applicable tax rate approved (as a percent)	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%	15.00%
PRC Corporate Income Tax \| High new tech enterprises \| Ctrip Computer Technology
Taxation
Applicable tax rate (as a percent)		15.00%	15.00%	15.00%
PRC Corporate Income Tax \| High new tech enterprises \| Ctrip Travel Network
Taxation
Applicable tax rate (as a percent)		15.00%	15.00%	15.00%
PRC Corporate Income Tax \| High new tech enterprises \| Qunar Software
Taxation
Applicable tax rate (as a percent)	15.00%	15.00%	15.00%
PRC Corporate Income Tax \| High new tech enterprises \| Qunar Beijing
Taxation
Applicable tax rate (as a percent)	15.00%	15.00%	15.00%
PRC Corporate Income Tax \| High new tech enterprises \| Ctrip Travel Information
Taxation
Applicable tax rate approved (as a percent)		15.00%	15.00%	15.00%

TAXATION - Income before income tax expenses (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Income/(loss) from domestic and foreign components before income tax expenses
Domestic		¥ 8,983	¥ 4,663	¥ 5,852
Foreign		104	(2,742)	(2,328)
Income before income tax expense and equity in loss of affiliates	$ 1,304	¥ 9,087	¥ 1,921	¥ 3,524

TAXATION - Income tax expense (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
TAXATION
Current income tax expense		¥ 1,918	¥ 1,425	¥ 1,453
Deferred income tax benefits	$ (25)	(176)	(632)	(168)
Income tax expense	$ 250	¥ 1,742	¥ 793	¥ 1,285
Effective income tax rate	19.00%	19.00%	41.00%	36.00%

TAXATION - Reconciliation of tax rate and effective tax rate (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)	25.00%	25.00%	25.00%	25.00%
Tax differential from statutory rate applicable to subsidiaries with preferential tax rates (as a percent)	(9.00%)	(9.00%)	(23.00%)	6.00%
Non-deductible expenses and non-taxable income incurred (as a percent)	1.00%	1.00%	37.00%	3.00%
Change in valuation allowance (as a percent)	2.00%	2.00%	2.00%	2.00%
Effective CIT rate (as a percent)	19.00%	19.00%	41.00%	36.00%
Share-based compensation	$ 247	¥ 1,714	¥ 1,707	¥ 1,834
Non-deductible losses from the equity securities investments measured at fair value			¥ 3,100
Non-deductible expenses effect on effective tax rate	5.00%	5.00%	41.00%	13.00%
Non taxable income gain from the equity securities investments measured at fair value		¥ 2,300
Effective Income Tax Rate Reconciliation Non Taxable Income	5.00%	5.00%

TAXATION - Effect of preferential tax (Details) - CNY (¥) ¥ / shares in Units, ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income tax holiday
Tax holiday effect	¥ 762	¥ 520	¥ 345
ADS
Income tax holiday
Basic net income per ADS effect (in RMB per share)	¥ 1.34	¥ 0.95	¥ 0.65
Diluted net income per ADS effect (in RMB per share)	¥ 1.19	¥ 0.92	¥ 0.60

TAXATION - Impact of subsidiaries' preferential tax rates (Details)	12 Months Ended			36 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2019
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)	25.00%	25.00%	25.00%
Effective CIT rate (as a percent)	19.00%	41.00%	36.00%
Subsidiaries
Reconciliation of the differences between statutory tax rate and effective tax rate
Effective CIT rate (as a percent)	(9.00%)	(23.00%)	6.40%
Ctrip Computer Technology
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				15.00%
Effective CIT rate (as a percent)	(2.40%)	(5.50%)	(1.60%)
Ctrip Travel Information
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				15.00%
Effective CIT rate (as a percent)	(1.00%)	(4.00%)	(1.60%)
Ctrip Travel Network
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				15.00%
Effective CIT rate (as a percent)	(1.90%)	(5.70%)	(1.60%)
Chengdu Information
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				15.00%
Effective CIT rate (as a percent)	(0.80%)	(3.20%)	(2.10%)
The Company and its subsidiaries in Hong Kong and Cayman
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				16.50%
Statutory CIT rate alternate case in Cayman (as a percent)				0.00%
Effective CIT rate (as a percent)	(0.90%)	1.70%	15.40%
Qunar and subsidiaries
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				15.00%
Effective CIT rate (as a percent)	(1.50%)	(5.00%)	(1.00%)
Other subsidiaries
Reconciliation of the differences between statutory tax rate and effective tax rate
Statutory CIT rate (as a percent)				15.00%
Effective CIT rate (as a percent)	(0.50%)	(1.30%)	(1.10%)

TAXATION - Deferred tax assets and liabilities (Details) - CNY (¥) ¥ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Accrued expenses	¥ 673	¥ 532
Loss carry forward	372	191
Accrued liability for customer reward related programs	68	57
Accrued staff salary	138	65
Others	207	243
Subtotal	1,458	1,088
Less: valuation allowance of deferred tax assets	(482)	(238)	¥ (197)	¥ (150)
Total deferred tax assets	976	850
Deferred tax liabilities
Recognition of intangible assets arise from business combinations and unrealized holding gain	(3,592)	(3,838)
Net deferred tax liabilities	¥ (2,616)	¥ (2,988)

TAXATION - Movement of valuation allowance (Details) - CNY (¥) ¥ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Movement of valuation allowances
Balance at beginning of year	¥ 238	¥ 197	¥ 150
Current year additions	244	41	47
Balance at end of year	482	238	¥ 197
Net operating tax loss carry forwards	1,700
Unrecognized tax benefit and accrual	¥ 0	¥ 0

OTHER PAYABLES AND ACCRUALS (Details) ¥ in Millions, $ in Millions	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
OTHER PAYABLES AND ACCRUALS
Accrued operating expenses		¥ 5,413	¥ 3,735
Deposits received from suppliers and packaged-tour users		1,044	836
Payable related to acquisition and investments		76	226
Accruals for property and equipment		144	22
Provision related to an equity method investment (Note 13)			367
Others		864	668
Total	$ 1,083	¥ 7,541	¥ 5,854

LONG-TERM DEBT (Details) $ / shares in Units, ¥ in Millions			12 Months Ended
LONG-TERM DEBT (Details) $ / shares in Units, ¥ in Millions	Sep. 19, 2016 USD ($) $ / shares	Jun. 18, 2015 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Sep. 30, 2019 USD ($)	Sep. 30, 2019 CNY (¥)	Aug. 31, 2019 USD ($)	Aug. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Sep. 12, 2016 USD ($) $ / shares	Dec. 10, 2015 USD ($) $ / shares	May 26, 2015 USD ($) $ / shares	Aug. 07, 2014 USD ($) $ / shares
LONG-TERM DEBT
Long-term loan \| ¥				¥ 10,981					¥ 8,035
Less: Debt issuance costs \| ¥				(7)					(47)
Securitization debt \| ¥				1,074
Total			$ 2,806,000,000	19,537					¥ 24,146
Fair value of long-term debt, based on Level 2 inputs \| ¥				¥ 19,500
Minimum \| Securitization Debt [Member]
LONG-TERM DEBT
Period of time between instrument			2 years
Interest rate during period			3.85%	3.85%
Maximum \| Securitization Debt [Member]
LONG-TERM DEBT
Period of time between instrument			4 years
Interest rate during period			6.90%	6.90%
Long-term Loans from Commercial Banks
LONG-TERM DEBT
Interest rate (as a percent)			3.65%	3.65%					3.99%
Aggregate principal amount \| ¥				¥ 11,000					¥ 8,000
2020 Notes
LONG-TERM DEBT
Long-term loan \| ¥									4,813
Interest rate (as a percent)		1.00%
Aggregate principal amount		$ 700,000,000
Debt issuance costs		11,300,000
2020 Notes \| ADS
LONG-TERM DEBT
Principal amount denomination for conversion		$ 1,000
Initial conversion rate		9.1942
Initial conversion price (in dollars per share) \| $ / shares		$ 108.76
2020 Notes \| ADS \| Written call option \| Long \| Maximum
LONG-TERM DEBT
Number of shares agreed to be sold by the counterparty on exercise of Purchased Call option \| shares		6,400,000
2020 Notes \| ADS \| Sold Warrants
LONG-TERM DEBT
Proceeds from sale of warrants		$ 84,400,000
Number of shares that can be purchased from warrants sold \| shares		6,400,000
2025 Notes
LONG-TERM DEBT
Long-term loan \| ¥									2,750
Interest rate (as a percent)		1.99%
Aggregate principal amount		$ 400,000,000
Debt issuance costs		6,800,000
2025 Notes \| ADS
LONG-TERM DEBT
Principal amount denomination for conversion		$ 1,000
Initial conversion rate		9.3555
Initial conversion price (in dollars per share) \| $ / shares		$ 106.89
2022 Notes
LONG-TERM DEBT
Long-term loan \| ¥				353
Interest rate (as a percent)	1.25%
Aggregate principal amount	$ 975,000,000				$ 924,000,000	¥ 6,600
Debt issuance costs	19,000,000
2022 Notes \| ADS
LONG-TERM DEBT
Principal amount denomination for conversion	$ 1,000
Initial conversion rate	15.2688
Initial conversion price (in dollars per share) \| $ / shares	$ 65.49
2019 Booking Notes
LONG-TERM DEBT
Interest rate (as a percent)													1.00%
Aggregate principal amount							$ 500,000,000	¥ 3,400					$ 500,000,000
2019 Booking Notes \| ADS
LONG-TERM DEBT
Initial conversion price (in dollars per share) \| $ / shares													$ 81.36
2020 Booking Notes
LONG-TERM DEBT
Long-term loan \| ¥									1,719
Interest rate (as a percent)												1.00%
Aggregate principal amount												$ 250,000,000
2020 Booking Notes \| ADS
LONG-TERM DEBT
Initial conversion price (in dollars per share) \| $ / shares												$ 104.27
2025 Booking and Hillhouse Notes
LONG-TERM DEBT
Long-term loan \| ¥				6,962					¥ 6,876
Interest rate (as a percent)											2.00%
Aggregate principal amount											$ 1,000,000,000
2025 Booking and Hillhouse Notes \| ADS
LONG-TERM DEBT
Initial conversion price (in dollars per share) \| $ / shares											$ 68.46
2022 Booking Notes
LONG-TERM DEBT
Long-term loan \| ¥				¥ 174
Interest rate (as a percent)										1.25%
Aggregate principal amount										$ 25,000,000
2022 Booking Notes \| ADS
LONG-TERM DEBT
Initial conversion price (in dollars per share) \| $ / shares										$ 65.49

REDEEMABLE NON-CONTROLLING INTERESTS (Details) ¥ in Millions	12 Months Ended
	Dec. 31, 2019 CNY (¥)
Noncontrolling Interest [Abstract]
Redeemable preferred shares issued	¥ 1,100
Percentage of redemption price increase Per Annum	10.00%
Accretion to redemption value of redeemable non-controlling interests	¥ 44

EARNINGS PER SHARE (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares	Dec. 31, 2017 CNY (¥) ¥ / shares shares
Numerator:
Net income attributable to Trip's shareholders	$ 1,006	¥ 7,011	¥ 1,112	¥ 2,155
Eliminate the dilutive effect of interest expense of convertible notes \| ¥		373		52
Numerator for diluted earnings per share \| ¥		¥ 7,384	¥ 1,112	¥ 2,207
Denominator:
Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding	70,983,996	70,983,996	68,403,426	66,300,808
Dilutive effect of share options	1,976,959	1,976,959	2,521,197	2,978,969
Dilutive effect of convertible notes	7,283,059	7,283,059		2,345,083
Dilutive effect of convertible notes sold warrants				151,033
Denominator for diluted earnings per ordinary share	80,244,014	80,244,014	70,924,623	71,775,893
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings /(loss) per common share	1,976,959	1,976,959	12,125,745	8,381,174
Convertible Notes
Denominator:
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings /(loss) per common share			9,604,548	8,281,479
Stock options
Denominator:
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings /(loss) per common share	1,976,959	1,976,959	2,521,197	99,695
Ordinary shares
Denominator:
Basic earnings (in RMB per share) \| (per share)	$ 14.19	¥ 98.78	¥ 16.25	¥ 32.51
Diluted earnings (in RMB per share) \| (per share)	13.22	92.02	15.67	30.75
ADS
Denominator:
Basic earnings (in RMB per share) \| (per share)	1.77	12.35	2.03	4.06
Diluted earnings (in RMB per share) \| (per share)	$ 1.65	¥ 11.50	¥ 1.96	¥ 3.84

COMMITMENTS AND CONTINGENCIES (Details) ¥ in Millions	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) ¥ in Millions	Dec. 31, 2019 CNY (¥)
Capital commitments
Outstanding capital commitments	¥ 13
Guarantee
Quota amount of air tickets	1,100
Deposits paid	146
Maximum amount of future payments	¥ 943

GEOGRAPHIC INFORMATION - Revenue from external customers by geographic areas (Details) ¥ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Geographic Areas, Revenues from External Customers [Abstract]
Total Revenue	$ 5,129	¥ 35,716	¥ 31,104	¥ 26,993
The Greater China
Geographic Areas, Revenues from External Customers [Abstract]
Total Revenue		31,256	28,064	24,678
Others
Geographic Areas, Revenues from External Customers [Abstract]
Total Revenue		¥ 4,460	¥ 3,040	¥ 2,315

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Millions	Apr. 30, 2020 USD ($)
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	$ 1,000
Credit facility, additional borrowing capacity	$ 500