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

For the month of December 2022

Commission File Number: 001-33853

Trip.com Group Limited

(Registrant’s Name)

968 Jin Zhong Road

Shanghai 200335

People’s Republic of China

(Address of Principal Executive Offices)

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

Form 20-F  ☒                 Form 40-F  ☐

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):  ☐

EXHIBIT INDEX

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: December 15, 2022

Exhibit 99.1

Trip.com Group Limited Reports Unaudited Third Quarter of 2022 Financial Results

Shanghai, China, December 14, 2022 - Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) (“Trip.com Group” or the “Company”), a leading one-stop travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management, today announced its unaudited financial results for the third quarter of 2022.

Key Highlights for the Third Quarter of 2022

“In the third quarter of 2022, the global markets made continued progress towards normalcy,” said James Liang, Executive Chairman. “The EMEA (Europe, the Middle East and Africa) and America regions maintained strong growth momentum driven by the travel needs in summer. Travel activities also rebounded quickly across the Asia-Pacific region as more and more markets are reopening the borders and lifting quarantine measures. We are excited about the long-term outlook of the global travel industry and the opportunities that lie ahead.”

“We achieved strong results in the third quarter despite market volatility in the back half of this quarter. Our domestic hotel bookings showed positive growth over the last year and almost recovered fully to pre-pandemic levels,” said Jane Sun, Chief Executive Officer. “Our team delivered solid execution, with the topline and bottom line profitability showing strong improvements. Supported by our strengthened product capabilities and improved operating efficiency, we remain positive and confident about our competitive position in global markets.”

Third Quarter of 2022 Financial Results and Business Updates

In the third quarter of 2022, the Company’s domestic business has shown robust recovery due to relaxed travel restrictions and strong travel needs in summer, which led to an increased volume of travel bookings. The Company’s international business also maintained its growth momentum as countries continued to open up and return to normalcy.

For the third quarter of 2022, Trip.com Group reported net revenue of RMB6.9 billion (US$969 million), representing a 29% increase from the same period in 2021 and a 72% increase from the previous quarter, primarily due to the strong recovery of China’s domestic market.

Accommodation reservation revenue for the third quarter of 2022 was RMB2.9 billion (US$408 million), representing a 32% increase from the same period in 2021 and a 114% increase from the previous quarter, primarily due to the strong recovery of China’s domestic market.

Transportation ticketing revenue for the third quarter of 2022 was RMB2.6 billion (US$369 million), representing a 44% increase from the same period in 2021 and a 49% increase from the previous quarter, primarily due to the strong recovery of China’s domestic market and the overseas market.

Packaged-tour revenue for the third quarter of 2022 was relatively stable at RMB387 million (US$54 million) comparing to the same period in 2021. Packaged-tour revenue increased by 217% from the previous quarter, primarily due to the strong recovery of China’s domestic market.

Corporate travel revenue for the third quarter of 2022 was RMB370 million (US$52 million), representing a 9% increase from the same period in 2021 and a 76% increase from the previous quarter, primarily due to the strong recovery of China’s domestic market.

Cost of revenue for the third quarter of 2022 increased by 4% to RMB1.3 billion (US$179 million) from the same period in 2021 and increased by 30% from the previous quarter, primarily due to the strong recovery of China’s domestic market. Cost of revenue as a percentage of net revenue was 18% for the third quarter of 2022.

Product development expenses for the third quarter of 2022 increased by 8% to RMB2.5 billion (US$350 million) from the same period in 2021 and increased by 41% from the previous quarter, primarily due to an increase in product development personnel related expenses. Product development expenses as a percentage of net revenue was 36% for the third quarter of 2022.

Sales and marketing expenses for the third quarter of 2022 increased by 13% to RMB1.4 billion (US$201 million) from the same period in 2021 and increased by 73% from the previous quarter, primarily due to an increase in expenses relating to sales and marketing promotion activities. Sales and marketing expenses as a percentage of net revenue was 21% for the third quarter of 2022.

General and administrative expenses for the third quarter of 2022 increased by 6% to RMB843 million (US$119 million) from the same period in 2021 and increased by 40% from the previous quarter, primarily due to an increase in general and administrative personnel related expenses. General and administrative expenses as a percentage of net revenue was 12% for the third quarter of 2022.

Income tax expense for the third quarter of 2022 was RMB277 million (US$39 million), compared to RMB95 million for the same period in 2021 and RMB173 million for the previous quarter. The change in Trip.com Group’s effective tax rate was primarily due to the combined impacts of changes in respective profitability of its subsidiaries with different tax rates, certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes, and changes in valuation allowance provided for deferred tax assets.

Net income for the third quarter of 2022 was RMB245 million (US$34 million), compared to net loss of RMB868 million for the same period in 2021 and net income of RMB43 million for the previous quarter. Adjusted EBITDA for the third quarter of 2022 was RMB1.4 billion (US$198 million), compared to RMB537 million for the same period in 2021 and RMB355 million for the previous quarter. Adjusted EBITDA margin was 21% for the third quarter of 2022, compared to 10% for the same period in 2021 and 9% for the previous quarter.

Net income attributable to Trip.com Group’s shareholders for the third quarter of 2022 was RMB266 million (US$37 million), compared to net loss attributable to Trip.com Group’s shareholders of RMB849 million for the same period in 2021 and net income attributable to Trip.com Group’s shareholders of RMB69 million for the previous quarter. Excluding share-based compensation charges, fair value changes of equity securities investments and exchangeable senior notes recorded in other income/(expense) and their tax effects, non-GAAP net income attributable to Trip.com Group’s shareholders for the third quarter of 2022 was RMB1.0 billion (US$145 million), compared to non-GAAP net income attributable to Trip.com Group’s shareholders of RMB523 million for the same period in 2021 and non-GAAP net loss attributable to Trip.com Group’s shareholders of RMB203 million for the previous quarter.

Diluted income per ordinary share and per ADS was RMB0.41 (US$0.06) for the third quarter of 2022. Excluding share-based compensation charges, fair value changes of equity securities investments and exchangeable senior notes and their tax effects, non-GAAP diluted income per ordinary share and per ADS was RMB1.58 (US$0.22) for the third quarter of 2022. Each ADS currently represents one ordinary share of the Company.

In September 2022, the Company repurchased the remaining US$51 million principal amount of the 1.25% convertible senior notes due 2022 and the entire US$25 million principal amount of the 1.25% convertible notes due 2022 issued to a subsidiary of Booking Holdings Inc.

As of September 30, 2022, the balance of cash and cash equivalents, restricted cash, short-term investment, held to maturity time deposit and financial products was RMB62.0 billion (US$8.7 billion).

Conference Call

Trip.com Group’s management team will host a conference call at 7:00 PM EST on December 14, 2022 (or 8:00 AM CST on December 15, 2022) following this announcement.

The conference call will be available live on Webcast and for replay at: https://investors.trip.com. The call will be archived for twelve months on our website.

All participants must pre-register to join this conference call using the Participant Registration link below:

https://register.vevent.com/register/BI824db219146c4652937934eb6277037b.

Upon registration, each participant will receive details for this conference call, including dial-in numbers and a unique access PIN. To join the conference, please dial the number provided, enter your PIN, and you will join the conference instantly.

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 in this press release, as well as Trip.com Group’s strategic and operational plans, contain 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, severe or prolonged downturn in the global or Chinese economy, general declines or disruptions in the travel industry, the impact of COVID-19 pandemic to Trip.com Group’s business operations, volatility in the trading price of Trip.com Group’s ADSs or shares, Trip.com Group’s reliance on its relationships and contractual arrangements with travel suppliers and strategic alliances, 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 the relevant jurisdictions where Trip.com Group operates, failure to successfully develop Trip.com Group’s existing or future business lines, damage to or failure of Trip.com Group’s infrastructure and technology, loss of services of Trip.com Group’s key executives, adverse changes in economic and political policies of the PRC government, inflation in China, risks and uncertainties associated with PRC laws and regulations with respect to the ownership structure of Trip.com Group’s affiliated Chinese entities and the contractual arrangements among Trip.com Group, its affiliated Chinese entities and their shareholders, and other risks outlined in Trip.com Group’s filings with the U.S. Securities and Exchange Commission or the Stock Exchange of Hong Kong Limited. All information provided in this press release and in the attachments is as of the date of the issuance, and Trip.com Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement Trip.com Group’s unaudited condensed consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Trip.com Group uses non-GAAP financial information related to adjusted net income attributable to Trip.com Group Limited, adjusted EBITDA, adjusted EBITDA margin and adjusted 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 that are not tax deductible, fair value changes of equity securities investments and exchangeable senior notes, net of tax, and other applicable items. Trip.com Group’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, does not have a standardized meaning under 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, fair value changes of equity securities investments and exchangeable senior notes and their tax effects that have been and will continue to be significant recurring expenses in Trip.com Group’s business for the foreseeable future.

Reconciliations of Trip.com Group’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 Trip.com Group Limited

Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) is a leading global one-stop travel platform, integrating a comprehensive suite of travel products and services and differentiated travel content. It is the go-to destination for travelers in China, and increasingly for travelers around the world, to explore travel, get inspired, make informed and cost-effective travel bookings, enjoy hassle-free on-the-go support, and share travel experience. Founded in 1999 and listed on Nasdaq in 2003 and HKEX in 2021, the Company currently operates under a portfolio of brands, including Ctrip, Qunar, Trip.com and Skyscanner, with the mission “to pursue the perfect trip for a better world.”

For further information, please contact:

Investor Relations

Trip.com Group Limited

Tel: +86 (21) 3406-4880 X 12229

Email: iremail@trip.com

Trip.com Group Limited

Unaudited Consolidated Balance Sheets

(In millions, except share and per share data)

Trip.com Group Limited

Unaudited Consolidated Statements of Income/(Loss)

(In millions, except share and per share data)

Trip.com Group Limited

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except % and per share data)

Notes for all the condensed 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=RMB7.1135 on September 30, 2022 published by the Federal Reserve Board.