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TCOM 6-K

Trip.com Group Ltd (TCOM)

6-K 2025-08-28 For: 2025-08-28
View Original
Added on April 11, 2026

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 August 2025

Commission File Number: 001-33853

Trip.com Group Limited

(Registrant’s Name)

30 Raffles Place, #29-01

Singapore 048622

(Addressof 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 ☐

EXPLANATORY NOTE

On August 28, 2025, Hong Kong Time, the Company published its unaudited financial results for the second quarter and first half of 2025 as its interim report for the six months ended June 30, 2025 (the “HK Interim Report”) under Rule 13.48(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) on the website of The Stock Exchange of Hong Kong Limited. Pursuant to the Hong Kong Listing Rules, the HK Interim Report contains supplemental disclosure of reconciliation of the material differences between the unaudited consolidated financial statements of the Company prepared under the U.S. GAAP and International Financial Reporting Standards, which is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No. Description
99.1 Supplemental Disclosure—Reconciliation Between U.S. GAAP and IFRS Accounting Standards

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.

TRIP.COM GROUP LIMITED
By : /s/ Cindy Xiaofan Wang
Name : Cindy Xiaofan Wang
Title : Chief Financial Officer

Date: August 28, 2025

EX-99.1

Exhibit 99.1

RECONCILIATION BETWEEN U.S. GAAP AND IFRS ACCOUNTING STANDARDS

The unaudited consolidated statements of income for the six month ended June 30, 2025 and the unaudited consolidated balance sheet as of June 30, 2025 (collectively, the “Unaudited Interim Financial Statements”) of Trip.com Group Limited (the “Company”), its subsidiaries, the variable interest entities, and the subsidiaries of the variable interest entities (collectively, the “Group”) are prepared in accordance with the accounting principles generally accepted in the United States of America (the “U.S. GAAP”), and the differences between U.S. GAAP and the International Financial Reporting Standards (the “IFRS Accounting Standards”) issued by the International Accounting Standards Board (together, the “Reconciliation Statement”) have been disclosed in the Appendix – Reconciliation Between U.S. GAAP and IFRS Accounting Standards attached herein.

PricewaterhouseCoopers, the auditor of the Company in Hong Kong, has performed a limited assurance engagement on the Reconciliation Statement in accordance with International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” issued by the International Auditing and Assurance Standards Board.

Appendix

The Unaudited Interim Financial Statements of the Group are prepared in accordance with U.S. GAAP, which differ in certain respects from IFRS Accounting Standards. The effects of material differences between the Unaudited Interim Financial Statements prepared under U.S. GAAP and IFRS Accounting Standards are as follows:

Reconciliation of unaudited consolidated statements of income

For the six months ended June 30, 2025
IFRS adjustments
Amounts asreportedunder U.S.GAAP Share-<br>basedcompensation Leases Equitysecuritieswithout readily<br>determinablefair values Equitymethodinvestments Available-for-sale debtinvestments Convertiblesenior notes Software Amountsunder IFRSAccountingStandards
Note(i) Note(ii) Note(iii) Note(iv) Note(v) Note(vi) Note(vii)
(RMB in millions)
Product development (7,025 ) (81 ) (7,106 )
Sales and marketing (6,325 ) (15 ) (6,340 )
General and administrative (2,135 ) (81 ) 21 (2,195 )
Income from operations **** 7,665 **** **** (177 ) **** 21 **** **** **** **** **** **** **** **** **** 7,509 ****
Interest expense (551 ) (16 ) 67 (500 )
Fair value changes on investments measured at fair value through profit or loss 9 37 46
Fair value changes on convertible senior notes 1,284 1,284
Income/(loss) before income tax expense and equity in income/(loss) ofaffiliates **** 10,614 **** **** (177 ) **** 5 **** **** 9 **** **** **** **** 37 **** 1,351 **** **** 11,839 ****
Income tax expense (1,636 ) (1 ) (1,637 )
Equity in income/(loss) of affiliates 216 (1 ) 215
Net Income/(loss) **** 9,194 **** **** (177 ) **** 5 **** **** 8 **** **** (1 ) **** 37 **** 1,351 **** **** 10,417 ****
For the six months ended June 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IFRS adjustments
Amounts asreportedunder U.S.GAAP Share-<br>basedcompensation Leases Equitysecuritieswithout readilydeterminablefair values Equitymethodinvestments Available-for-sale debtinvestments Convertiblesenior notes Software Amountsunder IFRSAccountingStandards
Note(i) Note(ii) Note(iii) Note(iv) Note(v) Note(vi) Note(vii)
(RMB in millions)
Product development (6,102 ) (53 ) (6,155 )
Sales and marketing (5,147 ) (9 ) (5,156 )
General and administrative (2,008 ) (48 ) 19 (2,037 )
Income from operations **** 6,870 **** **** (110 ) **** 19 **** **** **** **** **** **** **** **** **** **** 6,779 ****
Interest expense (1,013 ) (16 ) 9 (1,020 )
Fair value changes on investments measured at fair value through profit or loss 29 (29 )
Fair value changes on convertible senior notes 897 897
Income/(loss) before income tax expense and equity in income/(loss) ofaffiliates **** 7,659 **** **** (110 ) **** 3 **** **** 29 **** **** **** **** (29 ) **** 906 **** **** 8,458 ****
Income tax expense (1,357 ) (1 ) (3 ) (1,361 )
Equity in income/(loss) of affiliates 1,911 (6 ) 1,905
Net Income/(loss) **** 8,213 **** **** (110 ) **** 3 **** **** 28 **** **** (6 ) **** (32 ) **** 906 **** **** 9,002 ****

Reconciliation of unaudited consolidated balance sheets

As of June 30, 2025
IFRS adjustments
Amounts asreportedunder U.S.GAAP Share-<br>basedcompensation Leases Equitysecuritieswithout readilydeterminablefair values Equitymethodinvestments Available-<br>for-sale debtinvestments Convertiblesenior notes Software Amountsunder IFRSAccountingStandards
Note(i) Note(ii) Note(iii) Note(iv) Note(v) Note(vi) Note(vii)
(RMB in millions)
Intangible assets and land use rights 12,967 (154 ) 167 12,980
Property, equipment and software 5,394 (167 ) 5,227
Investments 51,121 (350 ) (14 ) (1,136 ) 49,621
Investments measured at fair value through profit or loss 473 1,136 1,609
Right-of-use<br>assets 766 75 841
Total assets **** 252,438 **** **** (79 ) **** 123 **** **** (14 ) **** **** **** **** **** **** **** 252,468
Other current liabilities 20,054 (4 ) 20,050
Long-term debt 10,938 1,308 12,246
Deferred tax liabilities 3,640 12 3,652
Total liabilities **** 102,958 **** **** **** **** 12 **** **** **** **** **** **** 1,304 **** **** **** **** 104,274
Total equity **** 149,480 **** **** (79 ) **** 111 **** **** (14 ) **** **** **** (1,304 ) **** **** **** 148,194
As of December 31, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IFRS adjustments
Amounts asreportedunder U.S.GAAP Share-<br>basedcompensation Leases Equitysecuritieswithout readilydeterminablefair values Equitymethodinvestments Available-<br>for-sale debtinvestments Convertiblesenior notes Software Amountsunder IFRSAccountingStandards
RMB (in millions)
Note(i) Note(ii) Note(iii) Note(iv) Note(v) Note(vi) Note(vii)
Intangible assets and land use rights 12,840 (77 ) 153 12,916
Property, equipment and software 5,053 (153 ) 4,900
Investments 47,194 (369 ) (13 ) (941 ) 45,871
Investments measured at fair value through profit or loss 484 941 1,425
Right-of-use<br>assets 755 (7 ) 748
Total assets **** 242,581 **** **** (84 ) **** 115 **** **** (13 ) **** **** **** **** **** **** **** 242,599
Other current liabilities 19,970 (3 ) 19,967
Long-term debt 20,134 2,689 22,823
Deferred tax liabilities 4,098 11 4,109
Total liabilities **** 99,099 **** **** **** **** 11 **** **** **** **** **** **** 2,686 **** **** **** **** 101,796
Total equity **** 143,482 **** **** (84 ) **** 104 **** **** (13 ) **** **** **** (2,686 ) **** **** **** 140,803

Notes:

Basis of Preparation

The Directors of the Company are responsible for preparation of the Reconciliation Statement in accordance with the relevant requirements of the Hong Kong Listing Rules and relevant guidance in HKEX-GL111-22. The Reconciliation Statement was prepared based on the Group’s Unaudited Interim Financial Statements prepared under U.S. GAAP, with adjustments made (if any) thereto in arriving at the unaudited financial information of the Group prepared under IFRS Accounting Standards. The adjustments reflect the differences between the Group’s accounting policies under U.S. GAAP and IFRS Accounting Standards.

(i) Share-based compensation

Under U.S. GAAP, the Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting over the requisite service period.

Under IFRS Accounting Standards, the graded vesting method is required to recognize compensation expense for all employee equity awards granted with graded vesting.

(ii) Leases

Under U.S. GAAP, for operating leases, the amortization of right-of-use assets and the interest expense element of lease liabilities are recorded together as lease expenses, which are measured on a straight-line basis and are recorded in the consolidated statements of income.

Under IFRS Accounting Standards, the right-of-use assets are generally depreciated on a straight-line basis while the interest expense related to the lease liabilities are measured under the effective interest method, which results in higher expenses at the beginning of the lease term and lower expenses near the end of the lease term.

(iii) Equity securities without readily determinable fair values

Under U.S. GAAP, the Company elected to measure an equity security without a readily determinable fair value using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes reported in the profit or loss.

Under IFRS Accounting Standards, the Company measured the investments in equity instruments at fair value through profit or loss (FVTPL). Fair value changes of these investments are recognized in the profit or loss.

(iv) Equity method investments

Under U.S. GAAP and IFRS Accounting Standards, the investor should adjust the results of its associate to align the investee’s accounting policies with its own policies. The reconciliation items mainly arise from different accounting the associate applied under each GAAP.

(v) Available-for-sale debt investments

Under U.S. GAAP, the available-for-sale debt investments are carried at fair value at each balance sheet date with the aggregate unrealized gains and losses, net of tax, reflected in “Accumulated other comprehensive income/(loss)” in the consolidated balance sheets. Upon sale, realized gains and losses are reported in net income.

Under IFRS Accounting Standards, since those investments do not meet the definition of the equity instrument from the perspective of issuer, and the contractual cashflow could not pass the Solely Payments of Principal and Interest (the “SPPI”) test, thus they are required to be classified as financial assets measured at fair value with fair value changes recognized in the profit or loss.

(vi) Convertible senior notes

Under U.S. GAAP, the Company’s convertible notes are elected to be measured at amortized cost, with any difference between the initial carrying value and the repayment amount recognized as interest expense using effective interest method over the period from issuance date to maturity date.

Under IFRS Accounting Standards, the Company’s convertible notes are designated as at fair value through profit or loss such that the convertible notes are initially recognized at fair value. Subsequent to initial recognition, the amounts of changes in fair value of the convertible notes that are attributed to changes in own credit risk are presented in other comprehensive income and the remaining fair value changes are presented in the profit or loss.

(vii) Software

Under U.S. GAAP, software is reported under property, equipment and software.

Under IFRS Accounting Standards, software is reported under the intangible asset category. Accordingly, software is reclassified from property, equipment and software to intangible assets.