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6-K

H World Group Ltd (HTHT)

6-K 2024-11-26 For: 2024-11-26
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Added on April 11, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-34656

H World Group Limited

(Registrant’s name)

No. 1299 Fenghua Road

Jiading District

ShanghaiPeople’s Republic of China(86) 21 6195-2011(Address of principal executive office)

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 x Form 40-F ¨

EXPLANATORY NOTE

Exhibit 99.1 (excluding the bullet point regarding the expected revenue growth range for the fourth quarter of 2024 compared to the fourth quarter of 2023 on page 2 and the paragraphs under the headings “Guidance” and “Conference Call”) of this current report on Form 6-K (the “Report”) shall be incorporated by reference into the Company’s registration statements on Form F-3, which became effective on July 17, 2024 (Registration No. 333-280844), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Number Description of Document
Exhibit 99.1 H World Group Limited Reports Third Quarter of 2024 Unaudited Financial Results

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.

H World Group Limited
(Registrant)
Date: November 26, 2024 By: /s/ Qi Ji
Name: Qi Ji
Title: Executive Chairman of the Board of Directors
4

Exhibit 99.1

Contact Information

Investor Relations

Tel: +86 (21) 6195 9561

Email: [email protected]

https://ir.hworld.com

H World Group Limited Reports Third Quarterof 2024 Unaudited Financial Results

· A total of 10,845 hotels or 1,062,546 hotel rooms in operation as of September 30, 2024.
· Hotel turnover^1^ increased 10.7% year-over-year to RMB26.0 billion in the third quarter of 2024. Excluding Steigenberger Hotels GmbH and its subsidiaries (which are collectively referred to as Deutsche Hospitality, “DH”, or “Legacy-DH”), hotel turnover from the Legacy-Huazhu (“Huazhu”) segment increased 11.0% year-over-year in the third quarter of 2024; and hotel turnover from the Legacy-DH segment increased 7.8% year-over-year in the third quarter of 2024.
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· Revenue increased 2.4% year-over-year to RMB6.4 billion (US$918 million)^2^ in the third quarter of 2024, within the previously announced 2% to 5% revenue increase guidance as compared to the third quarter of 2023. Revenue from the Legacy-Huazhu segment in the third quarter of 2024 increased 1.0% year-over-year, in line with the previously announced 1% to 4% guidance; and revenue from the Legacy-DH segment in the third quarter of 2024 increased 8.9% year-over-year.
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· Net income attributable to H World Group Limited was RMB1.3 billion (US$181 million) in the third quarter of 2024, compared with RMB1.3 billion in the third quarter of 2023 and RMB1.1 billion in the previous quarter. Net income attributable to H World Group Limited from the Legacy-Huazhu segment was RMB1.4 billion in the third quarter of 2024, compared with RMB1.4 billion in the third quarter of 2023 and RMB1.0 billion in the previous quarter. Net loss attributable to H World Group Limited from the Legacy-DH segment was RMB83 million, which included RMB81 million of one-off restructuring costs, in the third quarter of 2024, compared with a net loss of RMB37 million in the third quarter of 2023 and a net income of RMB34 million in the previous quarter.
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· EBITDA (non-GAAP) in the third quarter of 2024 was RMB2.0 billion (US$286 million), compared with RMB2.1 billion in the third quarter of 2023 and RMB1.9 billion in the previous quarter.
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· Adjusted EBITDA (non-GAAP), which excluded share-based compensation expenses, gain (loss) from fair value changes of equity securities, net foreign exchange gain (loss), and gain (loss) on disposal of investments from EBITDA (non-GAAP), was RMB2.1 billion (US$300 million) in the third quarter of 2024, compared with RMB2.3 billion in the third quarter of 2023 and RMB2.0 billion in the previous quarter.
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^1^ Hotel<br> turnover refers to total transaction value of room and non-room revenue from H World hotels<br> (i.e., leased and operated, manachised and franchised hotels).
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^2^ The conversion<br> of Renminbi (“RMB”) into United States dollars (“US$”)<br> is based on the exchange rate of US$1.00=RMB7.0176 on September 30, 2024, as set forth in<br> H.10 statistical release of the U.S. Federal Reserve Board and available at http://www.federalreserve.gov/releases/h10/hist/dat00_ch.htm.
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· Adjusted EBITDA by segment is our segment measure. Adjusted EBITDA from the Legacy-Huazhu segment was RMB2.1 billion in the third quarter of 2024, compared with RMB2.3 billion in the third quarter of 2023 and RMB1.9 billion in the previous quarter. Adjusted EBITDA from the Legacy-DH segment was RMB21 million in the third quarter of 2024, compared with RMB73 million in the third quarter of 2023 and RMB131 million in the previous quarter.
· For the fourth quarter of 2024, H World expects its revenue growth to be in the range of 1%-5% compared to the fourth quarter of 2023, and also in the range of 1%-5% excluding DH.
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Singapore/Shanghai, China, November 26, 2024 – H World Group Limited (NASDAQ: HTHT and HKEX: 1179) (“H World”, the “Company”, “we” or “our”), a key player in the global hotel industry, today announced its unaudited financial results for the third quarter ended September 30, 2024.

As of September 30, 2024, H World’s worldwide hotel network in operation totaled 10,845 hotels and 1,062,546 rooms, including 138 hotels and 27,687 rooms from DH. During the third quarter of 2024, our Legacy-Huazhu business opened 774 hotels, including 3 leased and owned hotels, and 771 manachised and franchised hotels, and closed a total of 217 hotels, including 25 leased and owned hotels and 192 manachised and franchised hotels. As of September 30, 2024, H World had a total of 2,925 unopened hotels in the pipeline, including 2,899 hotels from the Legacy-Huazhu business and 26 hotels from the Legacy-DH business.

Legacy-Huazhu**– Third Quarter of 2024 Operational Highlights**

As of September 30, 2024, Legacy-Huazhu had 10,707 hotels in operation, including 570 leased and owned hotels, and 10,137 manachised and franchised hotels. In addition, as of the same date, Legacy-Huazhu had 1,034,859 hotel rooms in operation, including 83,861 rooms under the lease and ownership model, and 950,998 rooms under the manachise and franchise models. Legacy-Huazhu also had 2,899 unopened hotels in its pipeline, including 6 leased and owned hotels, and 2,893 manachised and franchised hotels. The following discusses Legacy-Huazhu’s revenue per available room (“RevPAR”), average daily room rate (“ADR”) and occupancy rate for leased and owned Huazhu hotels, as well as manachised and franchised Huazhu hotels for the periods indicated.

· The<br> ADR was RMB301 in the third quarter of 2024, compared with RMB324 in the third quarter of<br> 2023 and RMB296 in the previous quarter.
· The<br> occupancy rate for all the Legacy-Huazhu hotels in operation was 84.9% in the third quarter<br> of 2024, compared with 85.9% in the third quarter of 2023 and 82.6% in the previous quarter.
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· Blended<br> RevPAR was RMB256 in the third quarter of 2024, compared with RMB278 in the third quarter<br> of 2023 and RMB244 in the previous quarter.
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· For<br> all the Legacy-Huazhu hotels which had been in operation for at least 18 months, the same-hotel<br> RevPAR was RMB258 in the third quarter of 2024, representing a 10.3% decline from RMB288<br> in the third quarter of 2023, with a 8.4% decrease in same-hotel ADR and a 1.8 percentage-point<br> decrease in same-hotel occupancy rate.

Legacy-DH –Third Quarter of 2024 Operational Highlights

As of September 30, 2024, Legacy-DH had 138 hotels in operation, including 77 leased hotels, and 61 manachised and franchised hotels. In addition, as of the same date, Legacy-DH had 27,687 hotel rooms in operation, including 15,700 rooms under the lease model, and 11,987 rooms under the manachise and franchise models. Legacy-DH also had 26 unopened hotels in the pipeline, including 12 leased hotels and 14 manachised and franchised hotels. The following discusses Legacy-DH’s RevPAR, ADR and occupancy rate for leased as well as manachised and franchised DH hotels (excluding hotels temporarily closed) for the periods indicated.

· The ADR was EUR117 in the third quarter of 2024, compared with<br>EUR114 in the third quarter of 2023 and EUR120 in the previous quarter.
· The occupancy rate for all Legacy-DH hotels in operation was<br>69.8% in the third quarter of 2024, compared with 69.0% in the third quarter of 2023 and 68.3% in the previous quarter.
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· Blended RevPAR was EUR82 in the third quarter of 2024, compared<br>with EUR79 in the third quarter of 2023 and EUR82 in the previous quarter.
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Jin Hui, CEO of H World commented: “After reaching the milestone of 10,000 hotels in the second quarter, we continued our fast-paced, high-quality network growth and opened 774 new hotels in China in the third quarter of 2024. This quarter, Legacy-Huazhu’s blended RevPAR declined by 8% year-over-year primarily due to a high ADR base in the same period last year and unfavorable weather. Our occupancy rate remained solid at 85% despite our ongoing rapid hotel network expansion. Going forward, we will continue to emphasize the importance of sustainable high-quality growth. We aim to expand our presence across all regions and continue penetrating into lower-tier cities in China, thereby reaching more of China’s hotel market with our high-quality hotel products with excellent services.”

“Regarding our business outside China, our Legacy-DH business recorded a 3.7% year-over-year blended RevPAR increase in the third quarter of 2024. We continued focusing on cost reduction in our European business, while at the same time seeking growth opportunities in the Asia-Pacific (APAC) and in the Middle East areas.”

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Third Quarter of 2024 Unaudited FinancialResults

(RMB in millions) Q3 2023 Q2 2024 Q3 2024
Revenue:
Leased and owned hotels 3,878 3,681 3,690
Manachised and franchised hotels 2,268 2,334 2,602
Others 142 133 150
Total revenue 6,288 6,148 6,442

Revenue in the third quarter of 2024 was RMB6.4 billion (US$918 million), representing a 2.4% year-over-year increase and a 4.8% quarter-over-quarter increase. Revenue from the Legacy-Huazhu segment in the third quarter of 2024 was RMB5.2 billion, representing a 1.0% year-over-year increase and a 6.9% quarter-over-quarter increase. Our year-over-year revenue growth rate was negatively affected by our selected closures of several underperforming leased and owned hotels, as well as the decline in RevPAR. Revenue from the Legacy-DH segment in the third quarter of 2024 was RMB1.3 billion, representing an 8.9% year-over-year increase and a 3.0% quarter-over-quarter decrease. The year-over-year increase was attributable to both business recovery and our network expansion.

Revenue from leased and owned hotels in the third quarter of 2024 was RMB3.7 billion (US$526 million), representing a 4.8% year-over-year decrease and a 0.2% quarter-over-quarter increase. Revenue from leased and owned hotels from the Legacy-Huazhu segment in the third quarter of 2024 was RMB2.5 billion, representing a 10.4% year-over-year decrease, due mainly to our selected closures of several underperforming leased and owned hotels in operation. Revenue from leased hotels from the Legacy-DH segment in the third quarter of 2024 was RMB1.2 billion, representing an 8.8% year-over-year increase.

Revenue from manachised and franchised hotelsin the third quarter of 2024 was RMB2.6 billion (US$371 million), representing a 14.7% year-over-year increase and an 11.5% quarter-over-quarter increase. Revenue from manachised and franchised hotels from the Legacy-Huazhu segment in the third quarter of 2024 was RMB2.6 billion, representing a 14.7% year-over-year increase, driven by our hotel network expansion. Revenue from manachised and franchised hotels from the Legacy-DH segment in the third quarter of 2024 was RMB34 million, representing a 13.3% year-over-year increase.

Other revenue represents revenue generated from businesses other than our hotel operations, which mainly includes revenue from the provision of IT products and services, as well as Huazhu Mall™ and other revenue from the Legacy-DH segment, totaling RMB150 million (US$21 million) in the third quarter of 2024, compared to RMB142 million in the third quarter of 2023 and RMB133 million in the previous quarter.

(RMB in millions) Q3 2023 Q2 2024 Q3 2024
Operating costs and expenses:
Hotel operating costs (3,613 ) (3,731 ) (3,799 )
Other operating costs (7 ) (6 ) (11 )
Selling and marketing expenses (289 ) (317 ) (303 )
General and administrative expenses (539 ) (602 ) (672 )
Pre-opening expenses (11 ) (19 ) (19 )
Total operating costs and expenses (4,459 ) (4,675 ) (4,804 )
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Hotel operating costs in the third quarter of 2024 were RMB3.8 billion (US$541 million), compared to RMB3.6 billion in the third quarter of 2023 and RMB3.7 billion in the previous quarter. The year-over-year increase was mainly due to rising personnel costs as our hotel network continues to expand. Hotel operating costs from the Legacy-Huazhu segment in the third quarter of 2024 were RMB2.8 billion, which represented 54.3% of the quarter’s Huazhu revenue, compared to RMB2.7 billion or 52.0% of Huazhu revenue in the third quarter of 2023 and RMB2.7 billion or 56.7% in the previous quarter. Hotel operating costs from the Legacy-DH segment in the third quarter of 2024 were RMB996 million, which represented 77.8% of DH revenue, compared to RMB953 million or 81.1% of DH revenue in the third quarter of 2023, and RMB995 million or 75.4% in the previous quarter.

Selling and marketing expenses in the third quarter of 2024 were RMB303 million (US$43 million), compared to RMB289 million in the third quarter of 2023 and RMB317 million in the previous quarter. Selling and marketing expenses from the Legacy-Huazhu segment in the third quarter of 2024 were RMB186 million, which represented 3.6% of this quarter’s Huazhu revenue, compared to RMB177 million or 3.5% of Huazhu revenue in the third quarter of 2023, and RMB193 million or 4.0% for the previous quarter. Selling and marketing expenses from the Legacy-DH segment in the third quarter of 2024 were RMB117 million, which represented 9.1% of revenue, compared to RMB112 million or 9.5% of DH revenue in the third quarter of 2023, and RMB124 million or 9.4% for the previous quarter.

General and administrative expenses in the third quarter of 2024 were RMB672 million (US$96 million), compared to RMB539 million in the third quarter of 2023 and RMB602 million in the previous quarter. General and administrative expenses from the Legacy-Huazhu segment in the third quarter of 2024 were RMB457 million, which represented 8.9% of this quarter’s Huazhu revenue, compared to RMB417 million or 8.2% of Huazhu revenue in the third quarter of 2023 and RMB483 million or 10.0% of Huazhu revenue in the previous quarter. The year-over-year expense increase was mainly due to rising headcount as well as an increase in share-based compensation to attract and retain core employees who are key to our sustainable long-term business growth. General and administrative expenses from the Legacy-DH segment in the third quarter of 2024 were RMB215 million, which represented 16.8% of DH revenue, compared to RMB122 million or 10.4% of DH revenue in the third quarter of 2023 and RMB119 million or 9.0% in the previous quarter. The year-over-year and quarter-over-quarter DH expense increase was primarily due to one-off DH restructuring costs of RMB81 million.

Pre-opening expenses in the third quarter of 2024 were primarily related to the Legacy-Huazhu segment and totaled RMB19 million (US$3 million), compared to RMB11 million in the third quarter of 2023 and RMB19 million in the previous quarter.

Other operating income, net in the third quarter of 2024 was RMB85 million (US$12 million), compared to RMB80 million in the third quarter of 2023 and RMB99 million in the previous quarter.

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Income from operations in the third quarter of 2024 was RMB1.7 billion (US$245 million), compared RMB1.9 billion in the third quarter of 2023 and RMB1.6 billion in the previous quarter. Income from operations from the Legacy-Huazhu segment in the third quarter of 2024 was RMB1.8 billion, compared to RMB1.9 billion in the third quarter of 2023 and RMB1.5 billion in the previous quarter. After the one-off restructuring costs of RMB81 million mentioned above, Legacy-DH segment had a loss from operations of RMB40 million in the third quarter of 2024, compared to income of RMB3 million in the third quarter of 2023 and RMB73 million in the previous quarter.

Operating margin, defined as income from operations as a percentage of revenue, was 26.7% in the third quarter of 2024, compared with 30.4% in the third quarter of 2023 and 25.6% for the previous quarter. Operating margin from the Legacy-Huazhu segment in the third quarter of 2024 was 34.2%, compared with 37.3% in the third quarter of 2023 and 31.0% in the previous quarter. The year-over-year margin contraction was mainly due to the decline in hotel RevPAR from a high base last year, and the increase in share-based compensation mentioned above. Operating margin from the Legacy-DH segment in the third quarter of 2024 was a negative 3.1%, compared with a positive 0.3% in the third quarter of 2023 and a positive 5.5% in the previous quarter. The margin contraction was due primarily to the one-off restructuring costs.

Other income, net in the third quarter of 2024 was RMB1 million, compared to RMB24 million in the third quarter of 2023 and RMB24 million in the previous quarter.

Losses from fair value changes of equity securitiesin the third quarter of 2024 were RMB34 million (US$5 million), compared to RMB9 million in the third quarter of 2023, and RMB51 million in the previous quarter. Losses from fair value changes of equity securities mainly represent the unrealized losses from our investments in equity securities with readily determinable fair values.

Income tax expense in the third quarter of 2024 was RMB382 million (US$54 million), compared to RMB421 million in the third quarter of 2023 and RMB423 million in the previous quarter.

Net income attributable to H World Group Limitedin the third quarter of 2024 was RMB1.3 billion (US$181 million), compared with RMB1.3 billion in the third quarter of 2023 and RMB1.1 billion in the previous quarter. Net income attributable to H World Group Limited from the Legacy-Huazhu segment was RMB1.4 billion in the third quarter of 2024, compared with RMB1.4 billion in the third quarter of 2023 and RMB1.0 billion in the previous quarter. Net loss attributable to H World Group Limited from the Legacy-DH segment was RMB83 million, which included RMB81 million of one-off restructuring costs, in the third quarter of 2024, compared with a net loss of RMB37 million in the third quarter of 2023 and a net income of RMB34 million in the previous quarter.

EBITDA (non-GAAP) in the third quarter of 2024 was RMB2.0 billion (US$286 million), compared with RMB2.1 billion in the third quarter of 2023 and RMB1.9 billion in the previous quarter.

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Adjusted EBITDA (non-GAAP), which excluded share-based compensation expenses, gain (loss) from fair value changes of equity securities, net foreign exchange gain (loss), and gain (loss) on disposal of investments from EBITDA (non-GAAP), was RMB2.1 billion (US$300 million) in the third quarter of 2024, compared with RMB2.3 billion in the third quarter of 2023 and RMB2.0 billion in the previous quarter. Adjusted EBITDA from the Legacy-Huazhu segment, which is a segment measure, was RMB2.1 billion in the third quarter of 2024, compared with RMB2.3 billion in the third quarter of 2023 and RMB1.9 billion in the previous quarter. Adjusted EBITDA from the Legacy-DH segment, which is a segment measure, was RMB21 million in the third quarter of 2024, compared with RMB73 million in the third quarter of 2023 and RMB131 million in the previous quarter.

To better reflect the profitability of our core business, we have redefined the non-GAAP measure of adjusted EBITDA, and therefore the above adjusted EBITDA for the third quarter of 2023 has been restated.

Cash flow. Operating cash inflow in the third quarter of 2024 was RMB1.7 billion (US$242 million). Investing cash inflow in the third quarter of 2024 was RMB166 million (US$23 million). Financing cash outflow in the third quarter of 2024 was RMB2.1 billion (US$300 million), including RMB1.4 billion of dividends paid.

**Cash, cash equivalents and restricted cash.**As of September 30, 2024, the Company had a total balance of cash and cash equivalents of RMB7.2 billion (US$1.0 billion) and restricted cash of RMB693 million (US$98 million).

Debt financing. As of September 30, 2024, the Company had a total debt and net cash balance of RMB5.4 billion (US$769 million) and RMB2.5 billion (US$362 million), respectively; the unutilized credit facility available to the Company was RMB3.6 billion.

Guidance

For the fourth quarter of 2024, H World expects its revenue growth to be in the range of 1%-5% compared to the fourth quarter of 2023, and also in the range of 1%-5% excluding DH.

The above forecast reflects the Company’s current and preliminary view, which is subject to change.

Conference Call

H World’s management will host a conference call at 8 p.m. U.S. Eastern time on Tuesday, November 26, 2024 (9 a.m. Hong Kong time on Wednesday, November 27, 2024) following the announcement.

To join by phone, all participants must pre-register this conference call using the Participant Registration link of https://register.vevent.com/register/BI7e6f2fa9b90d4da380448e7718662186. Upon registration, each participant will receive details for the conference call, including dial-in numbers, conference call passcode and a unique access PIN.

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A live webcast of the call can be accessed at https://edge.media-server.com/mmc/p/fk25qthx or the Company’s website at https://ir.hworld.com/news-and-events/events-calendar.

A replay of the conference call will be available for twelve months from the date of the conference at the Company’s website, https://ir.hworld.com/news-and-events/events-calendar.

Use of Non-GAAP Financial Measures

To supplement the Company’s unaudited consolidated financial results presented in accordance with U.S. Generally-Accepted Accounting Principles (“GAAP”), the Company uses the following non-GAAP measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission (“SEC”): adjusted net income (loss) attributable to H World Group Limited excluding share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments; adjusted basic and diluted earnings (losses) per share/ADS excluding share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments; EBITDA; adjusted EBITDA excluding share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and non-GAAP Results” set forth at the end of this release. The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding Company performance by excluding share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments that may not be indicative of Company operating performance. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing Company performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to the Company’s historical performance. The Company believes these non-GAAP financial measures are also useful to investors in allowing for greater transparency with respect to supplemental information used regularly by Company management in financial and operational decision-making. A limitation of using non-GAAP financial measures excluding share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments is that share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments have been and may continue to be significant and recurring in the Company’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

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The Company believes that EBITDA is a useful financial metric to assess the operating and financial performance before the impact of investing and financing transactions and income taxes, given the significant investments that the Company has made in leasehold improvements, depreciation and amortization expense that comprise a significant portion of the Company’s cost structure. In addition, the Company believes that EBITDA is widely used by other companies in the lodging industry and may be used by investors as a measure of financial performance. The Company believes that EBITDA information provides investors with a useful tool for comparability between periods because it excludes depreciation and amortization expense attributable to capital expenditures. The Company also uses adjusted EBITDA to assess operating results of its hotels in operation. The Company believes that the exclusion of share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments helps facilitate year-over-year comparisons of the results of operations as the share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments may not be indicative of Company operating performance.

Therefore, the Company believes adjusted EBITDA more closely reflects the financial performance capability of our hotels. The presentation of EBITDA and adjusted EBITDA should not be construed as an indication that the Company’s future results will be unaffected by other charges and gains considered to be outside the ordinary course of business.

The use of EBITDA and adjusted EBITDA has certain limitations. Depreciation and amortization expense for various long-term assets (including land use rights), income tax, interest expense and interest income have been and will be incurred and are not reflected in the presentation of EBITDA. Share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments have been and will be incurred and are not reflected in the presentation of adjusted EBITDA. Each of these items should also be considered in the overall evaluation of the results. The Company compensates for these limitations by providing the relevant disclosure of depreciation and amortization, interest income, interest expense, income tax expense, share-based compensation expenses, gain (loss) from fair value changes of equity securities, foreign exchange gain (loss), net and gain (loss) on disposal of investments all in the reconciliations to the U.S. GAAP financial measures and in the consolidated financial statements, all of which should be considered when evaluating the performance of the Company.

The terms EBITDA and adjusted EBITDA are not defined under U.S. GAAP, and neither EBITDA nor adjusted EBITDA is a measure of net income, operating income, operating performance or liquidity presented in accordance with U.S. GAAP. When assessing the operating and financial performance, investors should not consider these data in isolation or as a substitute for the Company’s net income, operating income or any other operating performance measure that is calculated in accordance with U.S. GAAP. In addition, the Company’s EBITDA or adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate EBITDA or adjusted EBITDA in the same manner as the Company does.

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Reconciliations of the Company’s non-GAAP financial measures, including EBITDA and adjusted EBITDA, to the consolidated statement of operations information are included at the end of this press release.

About H World Group Limited

Originated in China, H World Group Limited is a key player in the global hotel industry. As of September 30, 2024, H World operated 10,845 hotels with 1,062,546 rooms in operation in 18 countries. H World’s brands include Hi Inn, Elan Hotel, HanTing Hotel, JI Hotel, Starway Hotel, Orange Hotel, Crystal Orange Hotel, Manxin Hotel, Madison Hotel, Joya Hotel, Blossom House, Ni Hao Hotel, CitiGO Hotel, Steigenberger Hotels & Resorts, MAXX, Jaz in the City, IntercityHotel, Zleep Hotels, Steigenberger Icon and Song Hotels. In addition, H World also has the rights as master franchisee for Mercure, Ibis and Ibis Styles, and co-development rights for Grand Mercure and Novotel, in the pan-China region.

H World’s business includes leased and owned, manachised and franchised models. Under the lease and ownership model, H World directly operates hotels typically located on leased or owned properties. Under the manachise model, H World manages manachised hotels through the on-site hotel managers that H World appoints, and H World collects fees from franchisees. Under the franchise model, H World provides training, reservations and support services to the franchised hotels, and collects fees from franchisees but does not appoint on-site hotel managers. H World applies a consistent standard and platform across all of its hotels. As of September 30, 2024, H World operated 9 percent of its hotel rooms under the lease and ownership model, and 91 percent under the manachise and franchise model.

For more information, please visit H World’s website: https://ir.hworld.com.

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Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995: The information in this release contains forward-looking statements which involve risks and uncertainties. Such factors and risks include our anticipated growth strategies; our future results of operations and financial condition; economic conditions; the regulatory environment; our ability to attract and retain customers and leverage our brands; trends and competition in the lodging industry; the expected growth of demand for lodging; and other factors and risks detailed in our filings with the U.S. Securities and Exchange Commission. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, which may be identified by terminology such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project” or “continue,” the negative of such terms or other comparable terminology. Readers should not rely on forward-looking statements as predictions of future events or results.

H World undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

—Financial Tables and Operational Data—

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H World Group Limited
Unaudited Condensed Consolidated Balance Sheets
December 31,<br> 2023 September 30,<br> 2024
--- --- --- --- --- --- --- --- ---
RMB RMB US3
(in millions)
ASSETS
Current assets:
Cash and cash equivalents 6,946 7,247
Restricted cash 764 693
Short-term investments 2,189 735
Accounts receivable, net 755 863
Loan receivables, net 184 149
Amounts due from related parties,<br> current 210 276
Inventories 59 63
Other current<br> assets, net 949 856
Total current assets 12,056 10,882
Property and equipment, net 6,097 5,971
Intangible assets, net 5,280 5,302
Operating lease right-of-use assets 25,658 25,691
Finance lease right-of-use assets 2,171 2,306
Land use rights, net 181 176
Long-term investments 2,564 2,427
Goodwill 5,318 5,309
Amounts due from related parties, non-current 25 26
Loan receivables, net 163 180
Other assets, net 663 689
Deferred tax assets 1,043 1,031
Assets held for sale 2,313 2,049
Total assets 63,532 62,039
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt 4,049 892
Accounts payable 1,019 1,026
Amounts due to related parties 77 90
Salary and welfare payables 1,067 719
Deferred revenue 1,637 1,812
Operating lease liabilities, current 3,609 3,483
Finance lease liabilities, current 45 50
Accrued expenses and other current<br> liabilities 3,261 3,394
Dividends payable 2,085 0
Income tax payable 562 942
Total current liabilities 17,411 12,408
Long-term debt 1,265 4,499
Operating lease liabilities, non-current 24,215 24,240
Finance lease liabilities, non-current 2,697 2,886
Deferred revenue 1,072 1,285
Other long-term liabilities 1,118 1,387
Deferred tax liabilities 845 817
Retirement benefit obligations 124 122
Liabilities held for sale 2,536 2,179
Total liabilities 51,283 49,823
Equity:
Ordinary shares 0 0
Treasury shares (906 ) (2,787 ) )
Additional paid-in capital 11,861 12,060
Retained earnings 794 2,400
Accumulated other<br> comprehensive income 386 459
Total H World Group Limited shareholders' equity 12,135 12,132
Noncontrolling interest 114 84
Total equity 12,249 12,216
Total liabilities and equity 63,532 62,039

All values are in US Dollars.

^3^ The conversion of Renminbi (“RMB”) into United States dollars (“US$”) is based on the exchange rate of US$1.00=RMB7.0176 on September 30, 2024, as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at http://www.federalreserve.gov/releases/h10/hist/dat00_ch.htm.

Page 12 of 22
H World Group Limited
Unaudited Condensed Consolidated Statements of Comprehensive Income
Quarter<br> Ended
--- --- --- --- --- --- --- --- --- --- --- ---
September 30,<br> 2023 June 30,<br> 2024 September 30,<br> 2024
RMB RMB RMB US
(in millions, except shares, per share<br> and per ADS data)
Revenue:
Leased and owned hotels 3,878 3,681 3,690
Manachised and franchised hotels 2,268 2,334 2,602
Others 142 133 150
Total revenue 6,288 6,148 6,442
Operating costs and expenses:
Hotel operating costs:
Rents (1,118 ) (1,091 ) (1,088 ) )
Utilities (185 ) (149 ) (194 ) )
Personnel costs (1,186 ) (1,337 ) (1,371 ) )
Depreciation and amortization (330 ) (315 ) (315 ) )
Consumables, food and beverage (353 ) (327 ) (337 ) )
Others (441 ) (512 ) (494 ) )
Total hotel operating costs (3,613 ) (3,731 ) (3,799 ) )
Other operating costs (7 ) (6 ) (11 ) )
Selling and marketing expenses (289 ) (317 ) (303 ) )
General and administrative expenses (539 ) (602 ) (672 ) )
Pre-opening expenses (11 ) (19 ) (19 ) )
Total operating costs and expenses (4,459 ) (4,675 ) (4,804 ) )
Other operating<br> income (expense), net 80 99 85
Income (loss) from operations 1,909 1,572 1,723
Interest income 62 56 50
Interest expense (85 ) (84 ) (77 ) )
Other income (expense), net 24 24 1
Gains (losses) from fair value changes of equity securities (9 ) (51 ) (34 ) )
Foreign exchange gains (losses) (148 ) (24 ) (1 ) )
Income (loss) before income taxes 1,753 1,493 1,662
Income tax (expense) benefit (421 ) (423 ) (382 ) )
Income (Loss) from equity method investments 20 12 12
Net income (loss) 1,352 1,082 1,292
Net (income) loss attributable to noncontrolling<br> interest (15 ) (15 ) (19 ) )
Net income (loss) attributable to H<br> World Group Limited 1,337 1,067 1,273
Gains(losses) from fair value changes of debt securities,<br> net of tax - (25 ) -
Foreign currency translation adjustments,<br> net of tax (24 ) 1 128
Comprehensive income (loss) 1,328 1,058 1,420
Comprehensive (income) loss attributable<br> to noncontrolling interest (15 ) (15 ) (19 ) )
Comprehensive income (loss) attributable<br> to H World Group Limited 1,313 1,043 1,401
Earnings (Losses) per share:
Basic 0.42 0.34 0.41
Diluted 0.41 0.33 0.40
Earnings (Losses) per ADS:
Basic 4.19 3.40 4.10
Diluted 4.07 3.32 3.99
Weighted average number of shares used in computation:
Basic 3,188,274,127 3,137,722,145 3,102,868,424
Diluted 3,355,586,429 3,303,934,814 3,257,589,866

All values are in US Dollars.

Page 13 of 22

H World Group LimitedUnaudited Condensed Consolidated Statements of Cash Flows

Quarter Ended
September 30, 2023 June 30, 2024 September 30, 2024
RMB RMB RMB US
(in millions)
Operating activities:
Net income (loss) 1,352 1,082 1,292
Share-based compensation 44 112 79
Depreciation and amortization, and other 358 337 329
Impairment loss 5 36 32
Loss (Income) from equity method investments, net of dividends (18 ) 30 (9 ) )
Investment (income) loss and foreign exchange (gain) loss 167 41 (15 ) )
Changes in operating assets and liabilities (583 ) 750 43
Other (144 ) (153 ) (58 ) )
Net cash provided by (used in) operating activities 1,181 2,235 1,693
Investing activities:
Capital expenditures (196 ) (203 ) (209 ) )
Purchase of investments (1,846 ) (632 ) (32 ) )
Proceeds from maturity/sale and return of investments - 1,139 406
Loan advances (48 ) (12 ) (75 ) )
Loan collections 39 53 65
Other 2 1 11
Net cash provided by (used in) investing activities (2,049 ) 346 166
Financing activities:
Payment of share repurchase - (132 ) (496 ) )
Proceeds from debt 71 53 29
Repayment of debt (666 ) (292 ) (135 ) )
Dividend paid - - (1,389 ) )
Purchase of prepaid put option - (710 ) 0
Other (18 ) (24 ) (113 ) )
Net cash provided by (used in) financing activities (613 ) (1,105 ) (2,104 ) )
Effect of exchange rate changes on cash, cash equivalents and restricted cash (59 ) 10 16
Net increase (decrease) in cash, cash equivalents and restricted cash (1,540 ) 1,486 (229 ) )
Less: net increase (decrease) in cash and cash equivalents classified within assets held for sale - (15 ) (4 ) )
Cash, cash equivalents and restricted cash at the beginning of the period 7,836 6,664 8,165
Cash, cash equivalents and restricted cash at the end of the period 6,296 8,165 7,940

All values are in US Dollars.

Page 14 of 22

H World Group Limited

Unaudited Reconciliation of GAAP and Non-GAAP Results

Quarter Ended
September 30, 2023 June 30, 2024 September 30, 2024
RMB RMB RMB US
(in millions, except shares, per share and per ADS data)
Net income (loss) attributable to H World Group Limited (GAAP) 1,337 1,067 1,273
Share-based compensation expenses 44 112 79
(Gain) loss from fair value changes of equity securities 9 51 34
Foreign exchange (gain) loss, net 148 24 1
(Gain) loss on disposal of investments - - (15 ) )
Adjusted net income attributable to H World Group Limited (non-GAAP) 1,538 1,254 1,372
Adjusted earnings (losses) per share (non-GAAP)
Basic 0.48 0.40 0.44
Diluted 0.47 0.39 0.43
Adjusted earnings (losses) per ADS (non-GAAP)
Basic 4.82 3.99 4.42
Diluted 4.67 3.88 4.29
Weighted average number of shares used in computation
Basic 3,188,274,127 3,137,722,145 3,102,868,424
Diluted 3,355,586,429 3,303,934,814 3,257,589,866

All values are in US Dollars.

Quarter Ended
September 30, 2023 June 30, 2024 September 30, 2024
RMB RMB RMB US
(in millions, except per share and per ADS data)
Net income (loss) attributable to H World Group Limited (GAAP) 1,337 1,067 1,273
Interest income (62 ) (56 ) (50 ) )
Interest expense 85 84 77
Income tax expense 421 423 382
Depreciation and amortization 352 335 332
EBITDA (non-GAAP) 2,133 1,853 2,014
Share-based compensation 44 112 79
(Gain) loss from fair value changes of equity securities 9 51 34
Foreign exchange (gain) loss, net 148 24 1
(Gain) loss on disposal of investments - - (15 ) )
Adjusted EBITDA (non-GAAP) 2,334 2,040 2,113

All values are in US Dollars.

Page 15 of 22

H World Group Limited

Segment Financial Summary

Quarter Ended September 30, 2023 Quarter Ended June 30, 2024 Quarter Ended September 30, 2024
Legacy- Huazhu Legacy- DH Legacy- Huazhu Legacy- DH Legacy- Huazhu Legacy- DH
RMB RMB RMB RMB RMB RMB
(in millions) (in millions) (in millions)
Leased and owned hotels 2,748 1,130 2,395 1,286 2,461 1,229
Manachised and franchised hotels 2,238 30 2,305 29 2,568 34
Others 127 15 128 5 133 17
Revenue 5,113 1,175 4,828 1,320 5,162 1,280
Depreciation and amortization 286 66 279 56 271 61
Adjusted EBITDA 2,261 73 1,909 131 2,092 21
Page 16 of 22

Operating Results:Legacy-Huazhu^(1)^

Number of hotels Number of rooms
Opened Closed ^(2)^ Net added As of As of
in Q3 2024 in Q3 2024 in Q3 2024 September 30, 2024 September 30, 2024
Leased and owned hotels 3 (25 ) (22 ) 570 83,861
Manachised and franchised hotels 771 (192 ) 579 10,137 950,998
Total 774 (217 ) 557 10,707 1,034,859

(1)       Legacy-Huazhu refers to H World and its subsidiaries, excluding DH.

(2)       The reasons for hotel closures mainly included non-compliance with our brand standards, operating losses, and property-related issues. In Q3 2024, we temporarily closed 12 hotels for brand upgrade or business model change purposes.

As of September 30, 2024
Number of hotels Unopened hotels in pipeline
Economy hotels 5,442 1,082
Leased and owned hotels 292 0
Manachised and franchised hotels 5,150 1,082
Midscale, upper-midscale hotels and others 5,265 1,817
Leased and owned hotels 278 6
Manachised and franchised hotels 4,987 1,811
Total 10,707 2,899
Page 17 of 22
For the quarter ended
September 30, June 30, September 30, yoy
2023 2024 2024 change
Average daily room rate (in RMB)
Leased and owned hotels 406 375 381 -6.0 %
Manachised and franchised hotels 314 288 294 -6.4 %
Blended 324 296 301 -7.0 %
Occupancy rate (as a percentage)
Leased and owned hotels 87.8 % 85.6 % 87.4 % -0.3 p.p.
Manachised and franchised hotels 85.7 % 82.3 % 84.6 % -1.0 p.p.
Blended 85.9 % 82.6 % 84.9 % -1.0 p.p.
RevPAR (in RMB)
Leased and owned hotels 356 321 333 -6.4 %
Manachised and franchised hotels 269 237 249 -7.6 %
Blended 278 244 256 -8.1 %
Page 18 of 22

Same-hotel operational data by class

Mature hotels in operation for more than 18 months

Number<br> of hotels Same-hotel<br> RevPAR Same-hotel<br> ADR Same-hotel<br> Occupancy
As of<br><br>September 30, For the quarterended<br> <br>September 30, yoy<br><br>change For the quarterended<br> <br>September 30, yoy<br><br>change For the quarterended<br> <br>September 30, yoy<br><br>change
2023 2024 2023 2024 2023 2024 2023 2024 (p.p.)
Economy hotels 3,764 3,764 222 197 -11.0 % 250 228 -8.8 % 88.5 % 86.4 % -2.1
Leased<br>and owned hotels 283 283 271 242 -10.7 % 302 271 -10.3 % 89.8 % 89.4 % -0.4
Manachised<br>and franchised hotels 3,481 3,481 216 192 -11.0 % 244 223 -8.6 % 88.4 % 86.0 % -2.4
Midscale, upper-midscale<br> hotels and others 3,271 3,271 344 310 -9.9 % 398 365 -8.3 % 86.4 % 84.9 % -1.5
Leased<br>and owned hotels 257 257 440 402 -8.6 % 506 465 -8.0 % 87.0 % 86.4 % -0.6
Manachised<br>and franchised hotels 3,014 3,014 331 298 -10.1 % 384 351 -8.4 % 86.4 % 84.7 % -1.6
Total 7,035 7,035 288 258 -10.3 % 329 301 -8.4 % 87.4 % 85.6 % -1.8
Page 19 of 22

Operating Results: Legacy-DH^(3)^

Number of hotels Number of<br><br> rooms Unopened hotels<br><br> in pipeline
Opened<br><br> in Q3 2024 Closed<br><br> in Q3 2024 Net added<br><br> in Q3 2024 As of September30, 2024^(4)^ As of<br><br> September 30,<br><br> 2024 As of<br><br> September 30,<br><br> 2024
Leased hotels - (10 ) (10 ) 77 15,700 12
Manachised and franchised hotels 16 (4 ) 12 61 11,987 14
Total 16 (14 ) 2 138 27,687 26

(3)       Legacy-DH refers to DH.

(4)       As of September 30, 2024, a total of 2 hotels were temporarily closed due to repair work.

Page 20 of 22
June 30, September 30, yoy
2024 2024 change
Average daily room rate (in )
Leased hotels 113 124 118 4.3 %
Manachised and franchised hotels 116 112 116 -0.1 %
Blended 114 120 117 2.5 %
Occupancy rate (as a percentage)
Leased hotels 71.4 % 71.2 % 72.2 % +0.8 p.p.
Manachised and franchised hotels 65.5 % 63.8 % 66.6 % +1.1 p.p.
Blended 69.0 % 68.3 % 69.8 % +0.8 p.p.
RevPAR (in )
Leased hotels 81 88 85 5.4 %
Manachised and franchised hotels 76 72 77 1.6 %
Blended 79 82 82 3.7 %

All values are in Euros.

Page 21 of 22

Hotel Portfolio by Brand

As of September 30, 2024
Hotels Rooms Unopened hotels
in operation in pipeline
Economy hotels 5,461 449,937 1,091
HanTing Hotel 4,057 355,690 695
Hi Inn 551 28,987 237
Ni Hao Hotel 393 29,712 135
Elan Hotel 215 11,290 -
Ibis Hotel 226 22,013 15
Zleep Hotels 19 2,245 9
Midscale hotels 4,344 465,743 1,238
Ibis Styles Hotel 107 10,456 10
Starway Hotel 723 60,381 125
JI Hotel 2,708 309,659 827
Orange Hotel 806 85,247 276
Upper midscale hotels 866 119,356 493
Crystal Orange Hotel 224 28,288 152
CitiGO Hotel 34 5,283 5
Manxin Hotel 162 14,970 69
Madison Hotel 125 15,976 82
Mercure Hotel 190 30,093 61
Novotel Hotel 30 6,743 21
IntercityHotel^(5)^ 91 16,389 97
MAXX^(6)^ 10 1,614 6
Upscale hotels 147 21,693 95
Jaz in the City 3 587 1
Joya Hotel 7 1,234 1
Blossom House 73 3,455 80
Grand Mercure Hotel 9 1,796 1
Steigenberger Hotels & Resorts^(7)^ 55 14,621 12
Luxury hotels 16 2,368 3
Steigenberger Icon^(8)^ 9 1,847 2
Song Hotels 7 521 1
Others 11 3,449 5
Other hotels^(9)^ 11 3,449 5
Total 10,845 1,062,546 2,925

*(5)*Asof September 30, 2024, 33 operational hotels and 92 pipeline hotels of IntercityHotel were in China.

*(6)*Asof September 30, 2024, 5 operational hotels and 5 pipeline hotels of MAXX were in China.

*(7)*Asof September 30, 2024, 12 operational hotels and 5 pipeline hotels of Steigenberger Hotels & Resorts were in China.

*(8)*Asof September 30, 2024, 3 operational hotels and 1 pipeline hotel of Steigenberger Icon were in China.

(9)           Other hotels include other partner hotelsand other hotel brands in Yongle Huazhu Hotel & Resort Group (excluding Steigenberger Hotels & Resorts and BlossomHouse).

Page 22 of 22