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 UNDER
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):                                   

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):                                   

 

 

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 14, 2011

EXHIBIT INDEX

Exhibit No.				Description
	99.1			Press release regarding Ctrip’s third quarter 2011 financial results

Exhibit 99.1

Ctrip Reports Third Quarter 2011 Financial Results

Shanghai, China, November 13, 2011 — Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading travel service provider of hotel accommodations, airline tickets, packaged tours and corporate travel management in China, today announced its unaudited financial results for the quarter ended September 30, 2011.

Highlights for the Third Quarter of 2011

	•		Net revenues were RMB975 million (US$153 million) for the third quarter of 2011, up 20% year-on-year.
	•		Gross margin was 77% for the third quarter of 2011, compared to 78% in the same period in 2010.
	•		Income from operations was RMB304 million (US$48 million) for the third quarter of 2011, down 1% year-on-year. Excluding share-based compensation charges (non-GAAP), income from operations was RMB395 million (US$62 million), up 7% year-on-year.
	•		Operating margin was 31% for the third quarter of 2011, compared to 38% in the same period in 2010. Excluding share-based compensation charges (non-GAAP), operating margin was 41%, compared to 45% in the same period in 2010.
	•		Net income attributable to Ctrip’s shareholders was RMB325 million (US$51 million) in the third quarter of 2011, up 2% year-on-year. Excluding share-based compensation charges (non-GAAP), net income attributable to Ctrip’s shareholders was RMB416 million (US$65 million), up 9% year-on-year.
	•		Diluted earnings per ADS were RMB2.13 (US$0.33) for the third quarter of 2011. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB2.73 (US$0.43) for the third quarter of 2011.
	•		Share-based compensation charges were RMB91 million (US$14 million), accounting for 9% of the net revenues, or RMB0.59 (US$0.09) per ADS for the third quarter of 2011.

“Despite a challenging comparison base, Ctrip has continued to outperform the industry with solid growth in the third quarter of 2011,” said Min Fan, President and Chief Executive Officer of Ctrip. “The Ctrip team effectively implemented the Company’s strategies to extend market leadership in all areas. We are encouraged by the progress in sales and marketing, product development and system enhancement. Building on these concerted efforts, we believe the team will continue to succeed in this promising and challenging market.”

Third Quarter 2011 Financial Results

For the third quarter of 2011, Ctrip reported total revenues of RMB1 billion (US$163 million), representing a 20% increase from the same period in 2010. Total revenues for the third quarter of 2011 increased by 17% from the previous quarter.

Hotel reservation revenues amounted to RMB410 million (US$64 million) for the third quarter of 2011, representing a 17% increase year-on-year and 12% increase quarter-on-quarter, primarily driven by an increase in hotel reservation volume.

Air ticket booking revenues for the third quarter of 2011 were RMB385 million (US$60 million), representing a 22% increase year-on-year, primarily driven by a 16% increase in air ticketing sales volume and a 6% increase in commission per ticket year-on-year. Air ticket booking revenues increased 11% quarter-on-quarter.

Packaged-tour revenues for the third quarter of 2011 were RMB171 million (US$27 million), representing a 22% increase year-on-year due to the increase of leisure travel volume. Packaged-tour revenues increased 58% quarter-on-quarter, primarily due to seasonality.

Corporate travel revenues for the third quarter of 2011 were RMB43 million (US$7 million), representing a 28% increase year-on-year and a 10% increase quarter-on-quarter, primarily driven by the increased corporate travel demand from business activities.

For the third quarter of 2011, net revenues were RMB975 million (US$153 million), representing a 20% increase from the same period in 2010. Net revenues for the third quarter of 2011 increased by 17% from the previous quarter.

Gross margin was 77% in the third quarter of 2011, compared to 78% in the same period in 2010 and remained consistent with that in the previous quarter.

Product development expenses for the third quarter of 2011 increased by 31% to RMB162 million (US$25 million) from the same period in 2010, and increased by 18% 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 14% of the net revenues, increased from 13% in the same period in 2010 and remained consistent with that in the previous quarter.

Sales and marketing expenses for the third quarter of 2011 increased by 39% to RMB174 million (US$27 million) from the same period in 2010, primarily due to an increase in sales and marketing related activities and an increase in sales and marketing personnel. Sales and marketing expenses for the third quarter of 2011 increased by 23% from the previous quarter, primarily due to an increase in sales and marketing related activities. Excluding share-based compensation charges (non-GAAP), sales and marketing expenses accounted for 17% of the net revenues, increased from 14% in the same period in 2010 and increased from 16% in the previous quarter.

General and administrative expenses for the third quarter of 2011 increased by 37% to RMB109 million (US$17 million) from the same period in 2010, primarily due to an increase in administrative personnel and share-based compensation charges. General and administrative expenses for the third quarter of 2011 increased by 13% from the previous quarter, primarily due to the increase in administrative personnel. Excluding share-based compensation charges (non-GAAP), general and administrative expenses accounted for 6% of the net revenues, increased from 5% in the same period in 2010 and in the previous quarter.

Income from operations for the third quarter of 2011 was RMB304 million (US$48 million), representing a decrease of 1% from the same period in 2010 and an increase of 13% from the previous quarter. Excluding share-based compensation charges (non-GAAP), income from operations was RMB395 million (US$62 million), representing an increase of 7% from the same period in 2010 and an increase of 11% from the previous quarter.

Operating margin was 31% in the third quarter of 2011, compared to 38% in the same period in 2010, and 32% in the previous quarter. Excluding share-based compensation charges (non-GAAP), operating margin was 41%, decreased from 45% in the same period in 2010 and 43% in the previous quarter.

The effective tax rate for the third quarter of 2011 was 21%, increased from 17% in the same periods of 2010, primarily due to the normalization of the tax rate in the third quarter of 2011. The effective tax rate for the third quarter of 2011 increased from 16% in the previous quarter, primarily due to certain tax benefit granted by the local tax bureau in the second quarter of 2011.

Net income attributable to Ctrip’s shareholders for the third quarter of 2011 was RMB325 million (US$51 million), representing an increase of 2% from the same period in 2010 and an increase of 23% from the previous quarter. Excluding share-based compensation charges (non-GAAP), net income attributable to Ctrip’s shareholders was RMB416 million (US$65 million), representing an increase of 9% from the same period in 2010 and an increase of 18% from the previous quarter.

Diluted earnings per ADS were RMB2.13 (US$0.33) for the third quarter of 2011. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB2.73 (US$0.43) for the third quarter of 2011.

As of September 30, 2011, the balance of cash and cash equivalents, restricted cash and short-term investment was RMB4.2 billion (US$664 million).

Business Outlook

For the fourth quarter of 2011, the Company expects to continue the net revenue growth year-on-year at a rate of approximately 15-20%. 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 8:00PM U.S. Eastern Time on November 13, 2011 (or 9:00AM on November 14, 2011 in the Shanghai/HK time zone) following the announcement.

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

The dial-in  details  for  the live conference  call: U.S.  Toll Free  Number +1.888.679.8034,    International dial-in number +1.617.213.4847, Passcode 71329203. For pre-registration, please click https://www.theconferencingservice.com/prereg/key.process?key=PQF9VA9F3.

A telephone replay of the call will be available after the conclusion of the conference call through November 21, 2011. 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 31797822.

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 mainland 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 2011 and 2010. 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 Ctrip’s 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 Sheets Information

		December 31, 2010				September 30, 2011				September 30, 2011
		RMB				RMB				USD
		(unaudited)				(unaudited)				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents			2,153,935,111				2,900,100,504				454,703,748
Restricted cash			224,179,126				209,747,411				32,886,079
Short-term investment			1,178,278,063				1,124,602,452				176,325,251
Accounts receivable, net			621,548,849				859,767,242				134,802,013
Prepayments and other current assets			355,831,117				744,337,793				116,703,950
Deferred tax assets, current			37,136,184				39,437,172				6,183,313
Total current assets			4,570,908,450				5,877,992,574				921,604,354
Long-term deposits			155,856,622				157,983,472				24,770,065
Land use rights			106,333,805				104,392,645				16,367,614
Property, equipment and software			653,678,980				650,687,294				102,020,585
Investment			1,574,230,623				1,271,948,031				199,427,412
Goodwill			758,231,441				798,601,767				125,211,942
Intangible assets			296,964,092				308,307,541				48,339,219
Total assets			8,116,204,013				9,169,913,324				1,437,741,191
LIABILITIES
Current liabilities:
Accounts payable			595,283,281				736,318,369				115,446,593
Salary and welfare payable			159,258,508				135,915,909				21,310,114
Taxes payable			161,772,241				209,328,113				32,820,338
Advances from customers			595,737,152				738,008,367				115,711,566
Accrued liability for customer reward program			121,319,301				148,659,930				23,308,236
Other payables and accruals			247,528,032				195,798,678				30,699,069
Total current liabilities			1,880,898,515				2,164,029,366				339,295,916
Deferred tax liabilities, non-current			45,382,710				48,524,633				7,608,127
Total liabilities			1,926,281,225				2,212,553,999				346,904,043
SHAREHOLDERS’ EQUITY
Share capital			2,926,132				2,938,508				460,726
Additional paid-in capital			3,073,551,037				3,365,782,583				527,717,558
Statutory reserves			93,384,908				93,384,908				14,641,723
Accumulated other comprehensive (loss) / income			198,972,084				(164,319,915	)			(25,763,549	)
Retained Earnings			2,734,858,610				3,558,749,613				557,972,658
Total Ctrip’s shareholders’ equity			6,103,692,771				6,856,535,697				1,075,029,116
Noncontrolling interests			86,230,017				100,823,628				15,808,032
Total shareholders’ equity			6,189,922,788				6,957,359,325				1,090,837,148
Total liabilities and shareholders’ equity			8,116,204,013				9,169,913,324				1,437,741,191

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

		Quarter Ended				Quarter Ended				Quarter Ended				Quarter Ended
		September 30, 2010				June 30, 2011				September 30, 2011				September 30, 2011
		RMB				RMB				RMB				USD
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues:
Hotel reservation			349,655,584				366,453,694				410,428,429				64,350,647
Air-ticketing			315,236,102				347,339,141				385,068,223				60,374,447
Packaged tour			140,858,679				108,282,983				171,367,702				26,868,564
Corporate travel			33,938,560				39,560,736				43,367,133				6,799,488
Others			23,035,896				24,751,318				28,982,115				4,544,076
Total revenues			862,724,821				886,387,872				1,039,213,602				162,937,222
Less: business tax and related surcharges			(50,520,118	)			(53,360,164	)			(64,512,791	)			(10,114,894	)
Net revenues			812,204,703				833,027,708				974,700,811				152,822,328
Cost of revenues			(176,199,743	)			(189,763,780	)			(226,126,062	)			(35,454,071	)
Gross profit			636,004,960				643,263,928				748,574,749				117,368,257
Operating expenses:
Product development *			(123,199,772	)			(136,823,269	)			(161,579,311	)			(25,333,852	)
Sales and marketing *			(125,160,008	)			(141,444,111	)			(173,855,350	)			(27,258,600	)
General and administrative *			(79,623,531	)			(96,617,795	)			(108,847,827	)			(17,066,138	)
Total operating expenses			(327,983,311	)			(374,885,175	)			(444,282,488	)			(69,658,590	)
Income from operations			308,021,649				268,378,753				304,292,261				47,709,667
Interest income			9,767,903				23,045,312				31,233,511				4,897,070
Other income			44,345,553				17,520,128				54,347,195				8,521,040
Income before income tax expense and equity in income			362,135,105				308,944,193				389,872,967				61,127,777
Income tax expense			(62,186,716	)			(47,954,023	)			(82,055,004	)			(12,865,319	)
Equity in income of affiliates			23,192,105				4,681,110				20,372,237				3,194,142
Net income			323,140,494				265,671,280				328,190,200				51,456,600
Less: Net income attributable to noncontrolling interests			(3,001,333	)			(1,968,908	)			(2,909,902	)			(456,241	)
Net income attributable to Ctrip’s shareholders			320,139,161				263,702,372				325,280,298				51,000,359
Earnings per ordinary share
- Basic			8.94				7.33				9.02				1.41
- Diluted			8.42				6.90				8.54				1.34
Earnings per ADS
- Basic			2.23				1.83				2.26				0.35
- Diluted			2.11				1.72				2.13				0.33
Weighted average ordinary shares outstanding
- Basic			35,815,709				35,962,623				36,049,244				36,049,244
- Diluted			38,005,087				38,237,702				38,102,980				38,102,980
* Share-based compensation charges included are as follows:
Product development			16,583,720				24,155,875				26,713,733				4,188,418
Sales and marketing			8,168,446				11,940,120				12,693,885				1,990,261
General and administrative			35,491,501				51,104,033				51,099,151				8,011,783

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

		Quarter Ended September 30, 2011
						% of Net				Share-based				% of Net				Non-GAAP				% of Net
		GAAP Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(161,579,311	)			17	%			26,713,733				3	%			(134,865,578	)			14	%
Sales and marketing			(173,855,350	)			18	%			12,693,885				1	%			(161,161,465	)			17	%
General and administrative			(108,847,827	)			11	%			51,099,151				5	%			(57,748,676	)			6	%
Total operating expenses			(444,282,488	)			46	%			90,506,769				9	%			(353,775,719	)			36	%
Income from operations			304,292,261				31	%			90,506,769				9	%			394,799,030				41	%
Net income attributable to Ctrip’s shareholders			325,280,298				33	%			90,506,769				9	%			415,787,067				43	%
Diluted earnings per ordinary share (RMB)			8.54								2.38								10.91
Diluted earnings per ADS (RMB)			2.13								0.59								2.73
Diluted earnings per ADS (USD)			0.33								0.09								0.43

		Quarter Ended June 30, 2011
						% of Net				Share-based				% of Net				Non-GAAP				% of Net
		GAAP Result				Revenue				Compensation				Revenue				Result				Revenue
Product development			(136,823,269	)			16	%			24,155,875				3	%			(112,667,394	)			14	%
Sales and marketing			(141,444,111	)			17	%			11,940,120				1	%			(129,503,991	)			16	%
General and administrative			(96,617,795	)			12	%			51,104,033				6	%			(45,513,762	)			5	%
Total operating expenses			(374,885,175	)			45	%			87,200,028				10	%			(287,685,147	)			35	%
Income from operations			268,378,753				32	%			87,200,028				10	%			355,578,781				43	%
Net income attributable to Ctrip’s shareholders			263,702,372				32	%			87,200,028				10	%			350,902,400				42	%
Diluted earnings per ordinary share (RMB)			6.90								2.28								9.18
Diluted earnings per ADS (RMB)			1.72								0.57								2.29
Diluted earnings per ADS (USD)			0.27								0.09								0.35

		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

Notes for all the consolidated 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= RMB6.378 on September 30, 2011 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 share to four (4) ADSs representing one (1) ordinary share. The change is reflected retroactively in the numbers for all the periods presented above.