UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

CTRIP.COM INTERNATIONAL, LTD.

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

Form 20-F  þ       Form 40-F o

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

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

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o      No þ

 

 

SIGNATURES

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

Date: November 3, 2010

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release regarding Ctrip’s third quarter 2010 financial results

Exhibit 99.1

Ctrip Reports Third Quarter 2010 Financial Results

Shanghai, China, November 2, 2010 — Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading travel service provider for hotel accommodations, airline tickets, packaged tours and corporate travel management in China, today announced its unaudited financial results for the third quarter ended September 30, 2010.

Highlights for the Third quarter of 2010

•

Net revenues were RMB812 million (US$121 million) for the third quarter of 2010, up 49% year-on-year. In the third quarter, Wing On Travel and ezTravel contributed 11% for the year-on-year growth for net revenues.

•

Gross margin was 78% for the third quarter of 2010, compared to 77% in the same period in 2009.

•

Income from operations was RMB308 million (US$46 million) for the third quarter of 2010, up 55% year-on-year. Excluding share-based compensation charges (non-GAAP), income from operations was RMB368 million (US$55 million), up 63% year-on-year.

•

Operating margin was 38% for the third quarter of 2010, compared to 37% in the same period in 2009. Excluding share-based compensation charges (non-GAAP), operating margin was 45%, compared to 41% in the same period in 2009.

•

Net income attributable to Ctrip’s shareholders was RMB320 million (US$48 million) in the third quarter of 2010, up 70% year-on-year. Excluding share-based compensation charges (non-GAAP), net income attributable to Ctrip’s shareholders was RMB380 million (US$57 million), up 77% year-on-year.

•

Diluted earnings per ADS were RMB2.11 (US$0.31) for the third quarter of 2010. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB2.50 (US$0.37) for the third quarter of 2010.

•

Share-based compensation charges were RMB60 million (US$9 million), accounting for 7% of the net revenues, or RMB0.40 (US$0.06) per ADS for the third quarter of 2010.

“The 2010 Shanghai World EXPO has boosted travel industry in China,” said Min Fan, President and Chief Executive Officer of Ctrip. “Ctrip team capitalized this opportunity and delivered solid results in the third quarter of 2010. With the growing travel demand, Ctrip will continuously strengthen our supplier relationships, enhance our customer services, and gain market share through our concerted efforts.”

Third quarter 2010 Financial Results

For the third quarter of 2010, Ctrip reported total revenues of RMB863 million (US$129 million), representing a 48% increase from the same period in 2009 and a 16% increase from the previous quarter.

Hotel reservation revenues amounted to RMB350 million (US$52 million) for the third quarter of 2010, representing a 36% increase year-on-year, primarily driven by an increase of 30% in hotel reservation volume, and an increase of 5% commission per room night year-on-year. Hotel reservation revenues increased 11% quarter-on-quarter, primarily driven by the increase in hotel reservation volume.

Air ticket booking revenues for the third quarter of 2010 were RMB315 million (US$47 million), representing a 36% increase year-on-year, primarily driven by a 30% increase in air ticketing sales volume, and a 4% increase in commission per ticket year-on-year. Air ticket booking revenues increased 3% quarter-on-quarter.

Packaged-tour revenues for the third quarter of 2010 were RMB141 million (US$21 million), representing a 161% increase year-on-year and a 110% increase quarter-on-quarter, due to the increase of leisure travel volume and seasonality. Wing On Travel and ezTravel contributed 108% for the year-on-year growth for packaged-tour revenues.

Corporate travel revenues for the third quarter of 2010 were RMB34 million (US$5 million), representing a 37% increase year-on-year and a 1% increase quarter-on-quarter, primarily driven by the increased corporate travel demand from business activities.

For the third quarter of 2010, net revenues were RMB812 million (US$121 million), representing a 49% increase from the same period in 2009 and a 17% increase from the previous quarter. In the third quarter, Wing On Travel and ezTravel contributed 11% for the year-on-year growth for net revenues.

Gross margin was 78% in the third quarter of 2010, compared to 77% in the same period in 2009, and remained consistent with that in the previous quarter.

Product development expenses for the third quarter of 2010 increased by 53% to RMB123 million (US$18 million) from the same period in 2009 and 13% from the previous quarter, primarily due to an increase in product development personnel and share-based compensation charges. Excluding share-based compensation charges (non-GAAP), product development expenses accounted for 13% of the net revenues, decreased from 14% in the same period in 2009 and in the previous quarter.

Sales and marketing expenses for the third quarter of 2010 increased by 33% to RMB125 million (US$19 million) from the same period in 2009, primarily due to the increase in sales and marketing related activities and share-based compensation charges. Sales and marketing expenses for the third quarter of 2010 increased by 17% from the previous quarter, primarily due to the increase in sales and marketing related activities. Excluding share-based compensation charges (non-GAAP), sales and marketing expenses accounted for 14% of the net revenues, decreasing from 17% in the same period in 2009 and remained consistent with that in the previous quarter.

General and administrative expenses for the third quarter of 2010 increased by 69% to RMB80 million (US$12 million) from the same period in 2009, primarily due to an increase in administrative personnel and share-based compensation charges. General and administrative expenses for the third quarter of 2010 increased by 13% from the previous quarter, primarily due to an increase in administrative personnel. Excluding share-based compensation charges (non-GAAP), general and administrative expenses accounted for 5% of the net revenues, decreasing from 6% in the same period in 2009 and remained consistent with that in the previous quarter.

Income from operations for the third quarter of 2010 was RMB308 million (US$46 million), representing an increase of 55% from the same period in 2009 and an increase of 20% from the previous quarter. Excluding share-based compensation charges (non-GAAP), income from operations was RMB368 million (US$55 million), representing an increase of 63% from the same period in 2009 and an increase of 17% from the previous quarter.

Operating margin was 38% in the third quarter of 2010, compared to 37% in the same period in 2009, and in the previous quarter. Excluding share-based compensation charges (non-GAAP), operating margin was 45%, compared to 41% in the same period in 2009 and remained consistent with that in the previous quarter.

The effective tax rate for the third quarter of 2010 was 17%, increased from 13% in the same period of 2009, primarily due to the normalization of the tax rate in the third quarter of 2010. The effective tax rate for the third quarter of 2010 decreased from 19% in the previous quarter, primarily due to the impact of newly acquired entities.

Net income attributable to Ctrip’s shareholders for the third quarter of 2010 was RMB320 million (US$48 million), representing a 70% increase from the same period in 2009, and a 36% increase from the previous quarter. Net income for the third quarter of 2010 benefited from higher government subsidies recorded in other income line. Excluding share-based compensation charges (non-GAAP), net income attributable to Ctrip’s shareholders was RMB380 million (US$57 million), representing an increase of 77% from the same period in 2009, and an increase of 30% from the previous quarter.

Diluted earnings per ADS were RMB2.11 (US$0.31) for the third quarter of 2010. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB2.50 (US$0.37) for the third quarter of 2010.

As of September 30, 2010, the balance of cash, restricted cash and short-term investment was RMB3.1 billion (US$463 million).

Business Outlook

For the fourth quarter of 2010, the Company expects to continue the net revenue growth year-on-year at a rate of approximately 30-35%. This forecast reflects Ctrip’s current and preliminary view, which is subject to change.

Conference Call

Ctrip’s management team will host a conference call at 9:00PM U.S. Eastern Time on November 2, 2010 (or 9:00AM on November 3, 2010 in the Shanghai/HK time zone) following the announcement.

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

The dial-in details for the live conference call: U.S. Toll Free Number +1.888.713.4215, International dial-in number +1.617.213.4867, Passcode 69115178. For pre-registration, please click https://cossprereg.btci.com/prereg/key.process?key=PW8XGDRMU.

A telephone replay of the call will be available after the conclusion of the conference call through November 10, 2010. The dial-in details for the replay: U.S. Toll Free Number +1.888.286.8010, International dial-in number +1.617.801.6888, Passcode 30774034.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident” or other similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Ctrip’s strategic and operational plans, contain forward-looking statements. Ctrip may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Ctrip’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the slow-down of economic growth in China and the global economic downturn, general declines or disruptions in the travel industry, volatility in the trading price of Ctrip’s ADSs, Ctrip’s reliance on its relationships and contractual arrangements with travel suppliers and strategic alliances, failure to further increase Ctrip’s brand recognition to obtain new business partners and consumers, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in China, Hong Kong, Macau or Taiwan, failure to successfully develop Ctrip’s corporate travel business, damage to or failure of Ctrip’s infrastructure and technology, loss of services of Ctrip’s key executives, inflation in China and in other countries, risks and uncertainties associated with PRC laws and regulations with respect to the ownership structure of Ctrip’s affiliated Chinese entities and the contractual arrangements among Ctrip, its affiliated Chinese entities and their shareholders, and other risks outlined in Ctrip’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance, and Ctrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement Ctrip’s unaudited consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Ctrip uses non-GAAP financial information related to product development expenses, sales and marketing expenses, general and administrative expenses, income from operations, operating margin, net income, and diluted earnings per ordinary share and per ADS, each of which is adjusted from the most comparable GAAP result to exclude the share-based compensation charges recorded under ASC 718, “Stock Compensation” for 2010 and 2009. Ctrip’s management believes the non-GAAP financial measures facilitate better understanding of operating results from quarter to quarter and provide management with a better capability to plan and forecast future periods.

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

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

About Ctrip.com International, Ltd.

Ctrip.com International, Ltd. is a leading travel service provider of hotel accommodations, airline tickets, packaged tours, and corporate travel management in China. Ctrip aggregates hotel and flight information to enable business and leisure travelers to make informed and cost-effective bookings. Ctrip also books vacation packages and guided tours. In addition, Ctrip corporate travel management services help corporate clients effectively manage their travel requirements. Since its inception in 1999, Ctrip has experienced substantial growth and become one of the best-known travel brands in China.

For further information, please contact:

Investor Relations
Ctrip.com International, Ltd.
Tel: (+86) 21 3406 4880 X 12258
Email: iremail@ctrip.com

Ctrip.com International, Ltd.
Consolidated Balance Sheet Information

		December 31, 2009				September 30, 2010				September 30, 2010
		RMB				RMB				USD
		(unaudited)				(unaudited)				(unaudited)
ASSETS
Current assets:
Cash			1,434,618,382				1,648,035,779				246,324,756
Restricted cash			113,150,289				189,868,719				28,378,853
Short-term investment			180,183,917				1,261,505,559				188,551,761
Accounts receivable, net			420,579,005				681,675,655				101,887,102
Prepayments and other current assets			134,318,164				367,560,106				54,937,614
Deferred tax assets, current			23,446,059				40,677,684				6,079,917
Total current assets			2,306,295,816				4,189,323,502				626,160,003
Long-term deposits			143,195,191				156,389,645				23,374,882
Land use rights			108,922,018				106,980,858				15,989,965
Property, equipment and software			550,506,595				620,476,327				92,739,904
Investment			658,051,285				1,554,815,956				232,391,593
Goodwill			322,936,838				758,231,441				113,329,563
Intangible assets			66,851,954				293,888,070				43,926,174
Total assets			4,156,759,697				7,680,105,799				1,147,912,084
LIABILITIES
Current liabilities:
Accounts payable			291,045,743				580,225,956				86,723,856
Salary and welfare payable			130,539,660				161,581,733				24,150,920
Taxes payable			142,256,695				146,046,946				21,829,003
Advances from customers			276,792,049				472,594,721				70,636,682
Accrued liability for customer reward program			88,254,996				112,486,338				16,812,845
Other payables and accruals			229,652,319				245,668,088				36,718,944
Total current liabilities			1,158,541,462				1,718,603,782				256,872,250
Deferred tax liabilities, non-current			11,509,937				45,538,026				6,806,371
Total liabilities			1,170,051,399				1,764,141,808				263,678,621
SHAREHOLDERS’ EQUITY
Share capital			2,801,334				2,925,256				437,225
Additional paid-in capital			1,219,815,250				3,009,984,068				449,889,256
Statutory reserves			72,489,182				72,489,182				10,834,643
Accumulated other comprehensive (loss) / income			(77,742,443	)			291,004,259				43,495,144
Retained Earnings			1,707,684,596				2,453,480,601				366,711,098
Total Ctrip’s shareholders’ equity			2,925,047,919				5,829,883,366				871,367,366
Noncontrolling interests			61,660,379				86,080,625				12,866,097
Total shareholders’ equity			2,986,708,298				5,915,963,991				884,233,463
Total liabilities and shareholders’ equity			4,156,759,697				7,680,105,799				1,147,912,084

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

		Quarter Ended				Quarter Ended				Quarter Ended				Quarter Ended
		September 30, 2009				June 30, 2010				September 30, 2010				September 30, 2010
		RMB				RMB				RMB				USD
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues:
Hotel reservation			257,895,372				316,150,468				349,655,584				52,261,503
Air-ticketing**			231,993,169				307,233,692				315,236,102				47,116,972
Packaged tour			54,001,698				67,042,613				140,858,679				21,053,535
Corporate travel**			24,776,141				33,659,355				33,938,560				5,072,649
Others			14,733,525				17,559,484				23,035,896				3,443,075
Total revenues			583,399,905				741,645,612				862,724,821				128,947,734
Less: business tax and related surcharges			(37,970,770	)			(46,465,222	)			(50,520,118	)			(7,551,023	)
Net revenues			545,429,135				695,180,390				812,204,703				121,396,711
Cost of revenues			(124,352,706	)			(151,154,849	)			(176,199,743	)			(26,335,811	)
Gross profit			421,076,429				544,025,541				636,004,960				95,060,900
Operating expenses:
Product development *			(80,758,571	)			(109,293,974	)			(123,199,772	)			(18,414,135	)
Sales and marketing *			(93,931,484	)			(106,724,067	)			(125,160,008	)			(18,707,123	)
General and administrative *			(47,188,825	)			(70,629,317	)			(79,623,531	)			(11,900,984	)
Total operating expenses			(221,878,880	)			(286,647,358	)			(327,983,311	)			(49,022,242	)
Income from operations			199,197,549				257,378,183				308,021,649				46,038,658
Interest income			4,340,502				8,954,150				9,767,903				1,459,966
Other income			2,625,101				15,980,806				44,345,553				6,628,137
Income before income tax expense and equity in income			206,163,152				282,313,139				362,135,105				54,126,761
Income tax expense			(26,809,547	)			(52,389,816	)			(62,186,716	)			(9,294,779	)
Equity in income of affiliates			11,573,606				7,222,181				23,192,105				3,466,423
Net income			190,927,211				237,145,504				323,140,494				48,298,405
Less: Net (income) / loss attributable to noncontrolling interests			(2,410,490	)			(1,934,091	)			(3,001,333	)			(448,596	)
Net income attributable to Ctrip’s shareholders			188,516,721				235,211,413				320,139,161				47,849,809
Earnings per ordinary share
- Basic			5.59				6.58				8.94				1.34
- Diluted			5.30				6.20				8.42				1.26
Earnings per ADS
- Basic			1.40				1.64				2.23				0.33
- Diluted			1.32				1.55				2.11				0.31
Weighted average ordinary shares outstanding
- Basic			33,703,516				35,756,826				35,815,709				35,815,709
- Diluted			35,602,373				37,917,285				38,005,087				38,005,087
* Share-based compensation charges included are as follows:
Product development			7,021,263				14,981,755				16,583,720				2,478,697
Sales and marketing			3,902,164				8,033,136				8,168,446				1,220,902
General and administrative			16,043,286				35,211,001				35,491,501				5,304,761

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

		Quarter Ended September 30, 2010
						% of Net				Share-based				% of Net				Non-GAAP				% of Net
		GAAP Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(123,199,772	)			15	%			16,583,720				2	%			(106,616,052	)			13	%
Sales and marketing			(125,160,008	)			15	%			8,168,446				1	%			(116,991,562	)			14	%
General and administrative			(79,623,531	)			10	%			35,491,501				4	%			(44,132,030	)			5	%
Total operating expenses			(327,983,311	)			40	%			60,243,667				7	%			(267,739,644	)			33	%
Income from operations			308,021,649				38	%			60,243,667				7	%			368,265,316				45	%
Net income attributable to Ctrip’s shareholders			320,139,161				39	%			60,243,667				7	%			380,382,828				47	%
Diluted earnings per ordinary share (RMB)			8.42								1.59								10.01
Diluted earnings per ADS (RMB)			2.11								0.40								2.50
Diluted earnings per ADS (USD)			0.31								0.06								0.37

		Quarter Ended June 30, 2010
						% of Net				Share-based				% of Net				Non-GAAP				% of Net
		GAAP Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(109,293,974	)			16	%			14,981,755				2	%			(94,312,219	)			14	%
Sales and marketing			(106,724,067	)			15	%			8,033,136				1	%			(98,690,931	)			14	%
General and administrative			(70,629,317	)			10	%			35,211,001				5	%			(35,418,316	)			5	%
Total operating expenses			(286,647,358	)			41	%			58,225,892				8	%			(228,421,466	)			33	%
Income from operations			257,378,183				37	%			58,225,892				8	%			315,604,075				45	%
Net income attributable to Ctrip’s shareholders			235,211,413				34	%			58,225,892				8	%			293,437,305				42	%
Diluted earnings per ordinary share (RMB)			6.20								1.54								7.74
Diluted earnings per ADS (RMB)			1.55								0.38								1.93
Diluted earnings per ADS (USD)			0.23								0.06								0.29

		Quarter Ended September 30, 2009
						% of Net				Share-based				% of Net				Non-GAAP				% of Net
		GAAP Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(80,758,571	)			15	%			7,021,263				1	%			(73,737,308	)			14	%
Sales and marketing			(93,931,484	)			17	%			3,902,164				1	%			(90,029,320	)			17	%
General and administrative			(47,188,825	)			9	%			16,043,286				3	%			(31,145,539	)			6	%
Total operating expenses			(221,878,880	)			41	%			26,966,713				5	%			(194,912,167	)			36	%
Income from operations			199,197,549				37	%			26,966,713				5	%			226,164,262				41	%
Net income attributable to Ctrip’s shareholders			188,516,721				35	%			26,966,713				5	%			215,483,434				40	%
Diluted earnings per ordinary share (RMB)			5.30								0.76								6.05
Diluted earnings per ADS (RMB)			1.32								0.19								1.51
Diluted earnings per ADS (USD)			0.19								0.03								0.22

Notes for all the financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.6905 on September 30, 2010 published by the Federal Reserve Board.

Note 2: Effective on January 21, 2010, Company changed ratio of the American Depositary Shares (“ADSs”) to ordinary shares from two (2) ADSs representing one (1) ordinary shares to four (4) ADSs representing one (1) ordinary share. The change is reflected retroactively in the numbers for all the periods presented above.