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June 10, 2019
Cindy Xiaofan Wang
Chief Financial Officer
Ctrip.com International, Ltd.
968 Jin Zhong Road
Shanghai 200335
People's Republic of China
Re: Ctrip.com International, Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
File No. 001-33853
Dear Ms. Wang:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 20-F for the Fiscal Year Ended December 31, 2018
Operating and Financial Review and Prospects
Results of Operations, page 56
1. We note you quantify the number of MAUs and transacting users during
your fourth
quarter earnings call. You also disclose here and in your earnings call
that increases in
accommodation reservation volume, ticket volume, and volume growth of
organized tours
and self-guided tours were drivers of accommodation, transportation
ticketing, and
packaged-tour revenue growth. Please tell us what consideration was
given to quantifying
key performance measures for each period presented in order to add
context to your
discussion of period-over-period changes in revenue. We refer you to
Section III. B. of
SEC Release No. 33-8350.
Cindy Xiaofan Wang
FirstName International, Ltd.
Ctrip.com LastNameCindy Xiaofan Wang
Comapany NameCtrip.com International, Ltd.
June 10, 2019
June 10, 2019 Page 2
Page 2
FirstName LastName
Notes to the Consolidated Financial Statements
Note 2. Principal Accounting Policies
Revenue recognition, page F-22
2. We note that you recognize commission revenue from hotel reservations
when the
reservation becomes non-cancellable. Please describe your cancellation
provisions and
explain why they impact the timing of revenue recognition. Refer to
ASC 606-10-32-5.
In this regard, cancellations should impact the transaction price but
would not impact the
timing of revenue recognition. As part of your response, please
describe the nature of the
promise you provide to the hotel and describe any post booking
services you provide and
how they are factored into your revenue recognition.
3. You disclose that incentive commissions are recognized when they are
reasonably
assured. Tell us how this policy is consistent with ASC 606 which
indicates that estimates
of variable consideration should be included in the transaction price.
Refer to ASC 606-
10-32-5 through 32-7 and ASC 606-10-50-20.
Segment reporting, page F-28
4. You disclose that you do not present information by geography because
you primarily
generate revenue from end users in the Great China Area. However, in
your earnings
release furnished on March 5, 2019 you indicate that international
business makes up 30%
to 35% of the group level revenue and that international hotel and air
ticketing business
units tripled the industry growth. Tell us how this impacted your
consideration of the
requirement under ASC 280-10-50-41 to disclose revenue from both
domestic and foreign
sources.
General
5. In a letter to the staff dated September 23, 2016, you discussed
selling tickets for flights to
Sudan. Currently, your website offers flights serving and hotel
bookings in Sudan and
Syria. Additionally, your website appears to offer tours of North
Korea that include
flights from China to North Korea. North Korea, Sudan and Syria are
designated by the
Department of State as state sponsors of terrorism, and are subject to
U.S. economic
sanctions and/or export controls.
Please describe to us the nature and extent of your past, current, and
anticipated contacts
with North Korea, and any such contacts with Sudan and Syria since
your 2016 letter,
including contacts with their governments, whether through
subsidiaries, affiliates,
partners or other direct or indirect arrangements. Please also discuss
the materiality of
those contacts, in quantitative terms and in terms of qualitative
factors that a reasonable
investor would deem important in making an investment decision. Tell
us the
Cindy Xiaofan Wang
Ctrip.com International, Ltd.
June 10, 2019
Page 3
approximate dollar amounts of revenues, assets and liabilities
associated with those
countries for the last three fiscal years and the subsequent interim
period. Address for us
the potential impact of the investor sentiment evidenced by divestment
and similar
initiatives that have been directed toward companies that have
operations associated with
U.S.-designated state sponsors of terrorism.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or
Christine Dietz,
Assistant Chief Accountant at (202) 551-3408 with any questions.
Sincerely,
FirstName LastNameCindy Xiaofan Wang Division of
Corporation Finance
Office of
Information Technologies
Comapany NameCtrip.com International, Ltd.
and Services
June 10, 2019 Page 3
cc: Julie Gao
FirstName LastName