The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report on Form 20-F. This annual report contains forward-looking statements. See “Forward-Looking Statement.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A. Operating Results We are a leading one-stop travel service provider globally, integrating a comprehensive suite of travel products and services and differentiated travel content. We are the go-to destination for travelers in Asia, and increasingly for travelers around the world, to explore travel and get inspired, to make informed and cost-effective travel bookings, and to enjoy hassle-free, on-the-go support and share travel experience. In 2025, we derived approximately 42% of our total revenues from our accommodation reservation, 36% from transportation ticketing, 7% from packaged tour, 5% from corporate travel, and 10% from other products and services. Major Factors Affecting Our Results of Operations Economy and travel industry trends As a leading travel service provider globally, our business is driven by the demand for travel services in our key markets. Demand for travel services primarily depends on the growth of the economy. Economic growth generally stimulates willingness to pay for travel services and their affordability, thus helping increase travel frequency and spending. We also benefit from certain other key trends in the travel industry that affect how and how often users choose to purchase travel services, such as the increasing consumption potential in the rising middle class, user preference for diverse travel options, the booming demand for high-quality travel experience, and technology-driven enhancement in the travel industry supply chain. Our business and results of operations can be adversely affected by disruptions in the travel industry, such as (i) the outbreaks of pandemics, epidemics, or fear of spread of contagious diseases, (ii) geopolitical uncertainty, political unrest, or civil strife, (iii) natural disasters or poor weather conditions, such as hurricanes, earthquakes, or tsunamis, and (iv) any travel restrictions or other security procedures implemented in connection with any major events in key markets. 78 Table of Contents The depth and breadth of our travel offerings Our results of operations depend on the effectiveness of our product and service offerings and our ability to broaden our offerings to appeal to a wider audience and fuel our GMV growth. We offer a comprehensive suite of travel products and services leveraging our network of ecosystem partners. Our relationships with our expanding pool of ecosystem partners enable us to provide a diverse selection of travel offerings from budget to premium products and services, including long-tail and customized products, to satisfy the needs of our user base. In addition, we have been upgrading our open platform that connects us with domestic and international travel partners, search engines, e-commerce platforms, and other ecosystem partners to expand our business opportunities. Our financial performance is also affected by our product and service mix. Our products and services have different, sometimes contrasting, GMV contributions and take rates. For example, transportation ticketing is a relatively low take rate service, while accommodation reservation is typically a high take rate service. In addition, GMVs, take rates, and terms of travel products and services may vary depending on the specific ecosystem partners providing them. Any material changes in our product and service mix could materially affect our results of operations. Our ability to strengthen our brand recognition and maintain market position We operate some well-recognized travel brands, including Ctrip, Qunar, Trip.com, and Skyscanner. Our ability to strengthen our brand recognition and maintain our market position in travel market is critical for us to build and maintain relationships with our users and ecosystem partners. We have solidified our market position over the past two decades. In order to strengthen our brand recognition and maintain our market position, we may need to increase our investments in marketing activities, product and service development, and user and ecosystem partner engagement, which may affect our operating margin. Our market position and our ability to attract new users and continue to retain and engage our existing users also depend on our ability to continue to provide users with superior experiences. For years, we have been consistently enhancing our technology, our product, service, and content offerings, and our user interfaces to offer a personalized, convenient, enjoyable, and inspirational user experience. We have also been catering to our users’ diverse needs and evolving preferences. Our ability to enhance operating efficiency Our results of operations have been, and will continue to be, affected by our ability to improve our operating efficiency, especially through investment in technology. As our business continues to scale up, it is essential to improve operating efficiency to enhance the competitiveness of our platform. For example, our AI capabilities coupled with our in-depth travel insights accumulated throughout our operating history allow us to curate suitable travel products and offer tailored suggestions to individual users, which enables significant cross-selling opportunities on our platform. In addition, we apply various AI technologies to achieve effective and precise marketing with reduced cost. In the future, we will continue to invest in technology to further enhance our operations, which may increase our capital expenditure or operating costs but should improve our operating and cost efficiency and service quality in the long run. Seasonality Our users generally come to our platform for travel products and services to satisfy their leisure and business trip needs. Therefore, our business is subject to seasonal fluctuations, and our revenues may vary from quarter to quarter throughout a year. In China, to date, the third quarter of each year generally contributes the highest portion of our annual net revenues primarily due to the strong demand for both leisure and business travel activities during the summer. Our future results may continue to be affected by such seasonal fluctuations. Key Components of Our Results of Operations Revenues We generate our revenues primarily from the accommodation reservation and transportation ticketing businesses. The table below sets forth the revenues from our principal lines of business as a percentage of our total revenues for the periods indicated. 79 Table of Contents For the Years Ended December 31, 2023 2024 2025 Revenues: Accommodation reservation 39 % 40 % 42 % Transportation ticketing 41 % 38 % 36 % Packaged tours 7 % 8 % 7 % Corporate travel 5 % 5 % 5 % Other 8 % 9 % 10 % Total revenues 100 % 100 % 100 % Under most circumstances, we do not take ownership of the products and services being sold. Instead, we act as an agent in substantially all of our transactions. Our risk of loss due to obligations for canceled hotel and airline ticket reservations is thus relatively remote. Accordingly, we recognize revenues primarily based on commissions earned rather than transaction value. PRC laws and regulations restrict foreign investment in certain businesses, including value-added telecommunications industry. As a result, we conduct part of our business through the VIEs. Historically, we generated a portion of our revenues from fees charged to these entities. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Arrangements with the VIEs” for a description of our relationship with these entities. Accommodation Reservation. Accommodation reservation revenue constitutes a significant source of our revenues. In 2023, 2024, and 2025, our accommodation reservation revenue was RMB17.3 billion, RMB21.6 billion, and RMB26.1 billion (US$3.7 billion), representing 39%, 40%, and 42% of our total revenues, respectively. We generate substantially all of our accommodation reservation revenue through commissions from hotel reservation partners through our platform. We recognize revenues when the reservation becomes non-cancelable, which is the point at which we complete our performance obligation in accommodation reservation services. Transportation Ticketing. In 2023, 2024, and 2025, our transportation ticketing revenue was RMB18.4 billion, RMB20.3 billion, and RMB22.5 billion (US$3.2 billion), representing 41%, 38%, and 36% of our total revenues, respectively. We operate our transportation ticketing business primarily through our wholly-owned subsidiaries, the VIEs and VIEs’ subsidiaries, and a network of ecosystem partners. Commissions from ticketing reservations rendered are recognized when tickets are issued as this is when our performance obligation is satisfied. Revenues from other related services are recognized at the time when the services are rendered. Packaged tours. In 2023, 2024, and 2025, our packaged-tour revenue was RMB3.1 billion, RMB4.3 billion, and RMB4.7 billion (US$670 million), respectively. We bundle the packaged-tour products and services and receive referral fees from ecosystem partners for packaged-tour products and services through our platform. Referral fees are recognized on the departure date of the packaged tours as this is when our performance obligation is satisfied. Corporate Travel. Our corporate travel revenue primarily includes commissions from transportation ticketing booking, accommodation reservation, and packaged-tour services rendered to corporate clients. In 2023, 2024, and 2025, revenue from our corporate travel services was RMB2.3 billion, RMB2.5 billion, and RMB2.8 billion (US$405 million), respectively. We contract with corporate clients based on a service fee model. Travel reservations are made via online and offline services for transportation ticketing booking, accommodation reservation, and packaged-tour services. Corporate travel revenue is recognized on a net basis after the services are rendered and collections are reasonably assured. Other. Other primarily consists of online advertising services and financial services. In 2023, 2024, and 2025, revenue from other business was RMB3.5 billion, RMB4.6 billion, and RMB6.4 billion (US$916 million), respectively. Advertising revenue is recognized ratably over the fixed term of the agreement as services are provided or upon relevant performance obligations being fulfilled through the display of the advertisements. The financial service revenue mainly represents the platform service fees from third-party financial institutions that are recognized ratably over the service period as well as the interest income from the receivables due from the users that are recognized over the credit period. 80 Table of Contents Cost of Revenues Cost of revenues primarily consists of payroll compensation of customer service center personnel, credit card service fees, payments to travel suppliers, telecommunication expenses, direct costs of principal travel tour services, depreciation, rentals, direct costs of financial service and related expenses incurred by us that are directly attributable to our user orders and the rendering of travel related services and other businesses. Cost of revenues as a percentage of our net revenues was 18%, 19%, and 19% in 2023, 2024, and 2025, respectively. We believe our relatively low ratio of cost of revenues to revenues is primarily due to competitive labor costs, high efficiency of our customer service system and efficiency of our enhanced website operations. Operating Expenses Operating expenses primarily consist of product development expenses, sales and marketing expenses, and general and administrative expenses, all of which include share-based compensation expense. In 2025, we recorded share-based compensation expense of RMB2.3 billion (US$325 million), compared to RMB2.0 billion in 2024 and RMB1.8 billion in 2023. Share-based compensation expense is included in the same income statement category as the cash compensation paid to the recipient of the share-based award. Product development expenses primarily include payroll compensation of product development personnel, consulting expenses, and other expenses incurred by us that are directly attributable to developing the technologies and products for our business, such as the development of our travel supplier networks as well as service platforms. Product development expenses as a percentage of our net revenues were 27%, 25%, and 24% in 2023, 2024, and 2025, respectively. Sales and marketing expenses primarily include costs of payroll and related compensation for our sales and marketing personnel, advertising expenses, and other related marketing and promotion expenses. Sales and marketing expenses as a percentage of our net revenues were 21%, 22%, and 24% in 2023, 2024, and 2025, respectively. General and administrative expenses primarily include costs of payroll and related compensation and travel expenses for our administrative staff, credit losses, professional service fees, and administrative office expenses. General and administrative expenses as a percentage of our net revenues were 8%, 8%, and 7% in 2023, 2024, and 2025, respectively. Taxation Our effective income tax rate was 16%, 15%, and 15% for 2023, 2024, and 2025, respectively. We are subject to various rates of income tax under different jurisdictions. The following summarizes major factors affecting our applicable tax rates in the Cayman Islands, Singapore, Hong Kong, and the Chinese mainland: Cayman Islands The Cayman Islands currently levies no taxes on corporations based upon profits, income, gains, or appreciation. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties, which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments. 81 Table of Contents Singapore Our subsidiaries incorporated in Singapore are subject to Singapore tax law at the corporate tax rate of 17% on the assessable income arising in Singapore during the tax year. Hong Kong The first HK$2 million of profits of the entities incorporated in Hong Kong is taxed at 8.25%, and the remaining profits above HK$2 million are taxed at 16.5%. However, for two or more connected entities, only one of them may elect the two-tiered profits tax rates regime. Chinese Mainland Pursuant to the PRC Enterprise Income Tax Law, companies established in the Chinese mainland are generally subject to enterprise income tax at a statutory rate of 25%. The 25% rate applies to most of our subsidiaries and the VIEs established in the Chinese mainland. Eighteen of our PRC subsidiaries and three of the VIEs benefit from a preferential tax rate of 15% by either qualifying as high and new technology enterprises or qualifying under the Catalog of Encouraged Industries in Western Regions under the PRC Enterprise Income Tax Law. If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a withholding tax of 10% may be imposed on dividends that non-PRC resident enterprise holders of our ordinary shares or ADSs receive from us and on gains realized on their sale or other disposition of ordinary shares or ADSs, if such income is considered income derived from within the Chinese mainland. Critical Accounting Policies and Estimates We prepare financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the balance sheet and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that are believed to be reasonable under the circumstances, which together form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on management’s judgment. Revenue Recognition. We recognize revenues in accordance with ASC 606, “Revenue from Contracts with Customers.” under which our revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the travel supplier to the traveler. Revenues are recognized at gross amounts for merchant business where we undertake substantive inventory risks by pre-purchasing inventories. Revenue from accommodation reservation services, transportation ticketing services, packaged tours, and corporate travel is substantially recognized at a point of time when the performance obligations are satisfied. Other comprises primarily of online advertising services and financial services, which are recognized ratably over the time or upon relevant performance obligations being fulfilled. Business Combination. We apply ASC 805 “Business Combination,” which requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The cost of an acquisition is measured as the aggregate of fair values at the date of exchange of assets given, liabilities incurred and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total cost of acquisition, fair value of non-controlling interests and acquisition date fair value of any previously held equity interest in an acquiree over (ii) the fair value of identifiable net assets of an acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of a subsidiary acquired, the difference is recognized directly in the consolidated statements of income and comprehensive income. 82 Table of Contents The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, growth rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Fair Value of Available-for-sale Debt Investments. We had available-for-sale debt investments as set out in Note 7 to our audited consolidated financial statements included elsewhere in this annual report. We report available-for-sale debt investments at fair value at each balance sheet date with the aggregate unrealized gains and losses, net of tax, reflected in “Accumulated other comprehensive loss” in the consolidated balance sheets. Management determined the fair value of these Level 3 Investments based on valuation models using various unobservable inputs. Valuation techniques are reviewed by an independent and recognized international business valuer before being implemented for valuation and are calibrated to ensure that outputs reflect market conditions. Valuation models established with the assistance of the valuer make use of market inputs and rely as little as possible on our own specific data. However, it should be noted that some inputs, such as revenue growth rate and lack of marketability discounts, require management estimates. Management estimates and assumptions are reviewed periodically and are adjusted if necessary. Should any of the estimates and assumptions change significantly, it may lead to a material change in the fair value of available-for-sale debt investments. The fair values of the available-for-sale debt investments are set out in Note 7 to the audited consolidated financial statements included elsewhere in this annual report. In relation to the valuation of the available-for-sale debt investments, we, based on the professional advice received, adopted the following procedures: (i) obtained and reviewed the capability statements and credentials provided by Avista, based on which, we believe that Avista has significant experience and adequate expertise in valuation services and is therefore qualified to assist us in evaluating the appropriateness of the valuations; (ii) provided the independent valuers with necessary financial and non-financial information as required so as to enable the valuers to perform the pertinent valuation assessment. For the forecast of operation results and cash flow performances, we take a prudently reasonable approach as to determine the significant estimates, including the revenue growth rate, and make necessary adjustments on periodical basis to reflect the actual development of the underlying business; (iii) keep frequent discussion with valuers and review their valuation work papers and reports, during which, we carefully understand and evaluate the appropriateness and reasonableness of the overall valuation methodologies, computation basis, significant assumptions and estimates therein, including weighted average cost of capital, lack of marketability discounts, expected volatilities and probabilities in equity allocation; and (iv) review the results of the fair value assessments to understand the reasonableness of the changes of the fair values of the investments. Based on the above procedures, we are of the view that the valuation analysis performed by the valuer is fair and reasonable, and the financial statements of our group are properly prepared. Details of the fair value measurement of available-for-sale debt investments, particularly the fair value hierarchy, the valuation techniques and key inputs, including significant unobservable inputs, and the relationship of unobservable inputs to fair value are disclosed in Note 8 of the audited consolidated financial statements included elsewhere in this annual report. Investment. Our investments include equity method investments, equity securities without readily determinable fair values, equity securities with readily determinable fair values, held to maturity debt securities, and available-for-sale debt securities. We apply the equity method in accounting for the investments in entities in which we have the ability to exercise significant influence but do not have control and the investments are in either common stock or in-substance common stock. Unrealized gains on transactions between an affiliated entity and us are eliminated to the extent of our interest in the affiliated entity; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Equity securities without readily determinable fair values are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Equity securities with readily determinable fair values are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. Debt securities that we have positive intent and ability to hold to maturity are classified as held to maturity debt securities and are stated at amortized cost. 83 Table of Contents We have classified our investments in debt securities, other than the held to maturity debt securities, as available-for-sale securities. Available-for-sale debt securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in “Accumulated other comprehensive loss” in the consolidated balance sheets. If the amortized cost basis of an available-for-sale security exceeds its fair value and if we have the intention to sell the security or it is more likely than not that we will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the consolidated statements of income. If we do not have the intention to sell the security and it is not more likely than not that we will be required to sell the security before recovery of the amortized cost basis and we determine that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for credit losses in the consolidated statements of income. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds our best estimate of the present value of cash flows expected to be collected. We monitor our investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. When indicators of impairment exist, we also prepare quantitative measurements of the fair value of our investments using the income or market approach, which requires the use of unobservable inputs, such as revenue growth rate, weighted average cost of capital, selection of comparable companies and multiples, expected volatility, discount for lack of marketability and probability of exit events as it relates to liquidation and redemption preferences when applicable. The fair value information is sensitive to changes in the unobservable inputs used to determine fair value and such changes could result in the fair value at the reporting date being different from the fair value presented. Goodwill, Intangible Assets and Long-Lived Assets. Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of our acquisitions of interests in our subsidiaries and the VIEs. Goodwill is not amortized but is reviewed at least annually for impairment or earlier. We first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, by taking into consideration macroeconomics, overall financial performance, industry and market conditions and the share price of our company. If determined to be necessary, the quantitative impairment test should be used to identify goodwill impairment. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. For the quantitative assessment of goodwill impairment, we compare the fair value of the unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. We perform the annual goodwill impairment test as of December 31, or when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. As of December 31, 2025, we qualitatively assessed various events and circumstances, including macroeconomics conditions, industry and market considerations, our overall financial performance as well as the share price, and concluded by weighing all these factors in their entirety that it was not more likely than not the fair value of our single reporting unit was lower than its carrying value. There was no impairment of goodwill during the years ended December 31, 2023, 2024, and 2025. Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of non-compete agreements, customer list, supplier relationship, technology, business relationship and payment business license as of December 31, 2024 and 2025. We amortize intangible assets on a straight-line basis over their estimated useful lives, which are 2 to 20 years. The estimated life of amortized intangibles is reassessed if circumstances occur that indicate the life has changed. Other intangible assets that have indefinite useful life primarily include trademark and domain names. We evaluate indefinite-lived intangible assets for impairment on an annual basis as of December 31, or an interim basis if events or other circumstances suggest that the related fair value is below carrying value. An assessment is made on each December 31 as well to determine whether events and circumstances continue to support an indefinite useful life. Judgment in estimating the fair value of these intangible assets includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each asset group. Long-lived assets (including intangibles with definite lives) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Reviews are performed to determine whether the carrying value of an asset group is impaired, based on a comparison to undiscounted expected future cash flows. If this comparison indicates that there is impairment, we recognize impairment of long-lived assets to the extent the carrying amount of such assets exceeds the fair value. In 2023, 2024, and 2025, we did not recognize any impairment charges for goodwill, intangible assets or long-lived assets. If different judgments or estimates had been utilized, however, material differences could have resulted in the amount and timing of the impairment charge. 84 Table of Contents Share-Based Compensation. We follow ASC 718, “Stock Compensation,” to account for the share-based payments. We recognize share-based compensation net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award. We applied the Black-Scholes valuation model in determining the fair value of options granted. Risk-free interest rates are based on US Treasury yield for the terms consistent with the expected life of the award at the time of grant. Expected life is based on historical exercise patterns. Expected dividend yield is determined in view of our historical dividend payout rate and future business plan. We estimate expected volatility at the date of grant based on historical volatilities. We recognize compensation expense on all share-based awards on a straight-line basis over the requisite service period. Forfeiture rate is estimated based on historical forfeiture patterns and adjusted to reflect future change in circumstances and facts, if any. If actual forfeitures differ from those estimates, we may need to revise those estimates used in subsequent periods. If the fair value of the underlying equity and any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense for future awards may differ materially compared with the awards granted previously. We calculate incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, we would recognize incremental compensation cost in the period the modification occurs and for unvested options, we would recognize, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. Deferred Tax Valuation Allowances. We provide a valuation allowance on our deferred tax assets to the extent we consider it to be more likely than not that we will be unable to realize all or part of such assets. In assessing the realizability of deferred tax assets, we generally consider cumulative pre-tax losses for recent years to be a significant negative indicator regarding future profitability. We also consider the strength and trend of earnings, as well as other relevant factors. Our future realization of our deferred tax assets also depends on certain other factors, including our ability to generate taxable income within the period during which temporary differences reverse or before our tax loss carry-forwards expire and the outlook for the economy and our industry. We consider these factors at each balance sheet date and determine whether valuation allowances are necessary. Changes in these factors and assumptions could materially affect the valuation allowance on our deferred tax assets. As of December 31, 2023, 2024, and 2025, we recorded deferred tax assets, net of valuation allowances, of RMB2.6 billion, RMB3.3 billion, and RMB2.8 billion (US$394 million), respectively. If, however, unexpected events occur in the future that would prevent us from realizing all or a portion of our net deferred tax assets, an adjustment would result in a charge to income in the period in which such determination was made. As of December 31, 2023, 2024, and 2025, a valuation allowance of RMB922 million, RMB712 million, and RMB876 million (US$125 million), respectively, was provided primarily for net operating losses where it is more likely than not that the deferred tax assets resulting from such losses of certain subsidiaries will not be realized. Hence, we recorded valuation allowance against our gross deferred tax assets in order to reduce the deferred tax assets to the amount that is more likely than not to be realized. 85 Table of Contents Results of Operations The following table sets forth a summary of our consolidated statements of operations for the periods indicated both in amount and as a percentage of total revenues. For the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in millions, except for percentages) Revenues: Accommodation reservation 17,257 39 21,612 40 26,100 3,732 42 Transportation ticketing 18,443 41 20,301 38 22,489 3,216 36 Packaged tours 3,140 7 4,336 8 4,688 670 7 Corporate travel 2,254 5 2,502 5 2,829 405 5 Other 3,468 8 4,626 9 6,404 916 10 Total revenues 44,562 100 53,377 100 62,510 8,939 100 Less: Sales tax and surcharges (52 ) (0 ) (83 ) (0 ) (101 ) (14 ) (0 ) Net revenues 44,510 100 53,294 100 62,409 8,925 100 Cost of revenues (8,121 ) (18 ) (9,990 ) (19 ) (12,122 ) (1,733 ) (19 ) Gross profit 36,389 82 43,304 81 50,287 7,192 81 Operating expenses: Product development(1) (12,120 ) (27 ) (13,139 ) (25 ) (15,136 ) (2,164 ) (24 ) Sales and marketing(1) (9,202 ) (21 ) (11,902 ) (22 ) (14,904 ) (2,131 ) (24 ) General and administrative(1) (3,743 ) (8 ) (4,086 ) (8 ) (4,474 ) (640 ) (7 ) Total operating expenses (25,065 ) (56 ) (29,127 ) (55 ) (34,514 ) (4,935 ) (55 ) Income from operations 11,324 25 14,177 27 15,773 2,257 25 Interest income 2,090 5 2,341 4 2,603 372 4 Interest expense (2,067 ) (5 ) (1,735 ) (3 ) (849 ) (121 ) (1 ) Other (expense)/income (667 ) (1 ) 2,220 4 21,321 3,049 34 Income before income tax expense and equity in income of affiliates 10,680 24 17,003 32 38,848 5,557 62 Income tax expense (1,750 ) (4 ) (2,604 ) (5 ) (5,815 ) (832 ) (9 ) Equity in income of affiliates 1,072 2 2,828 5 353 50 1 Net income 10,002 22 17,227 32 33,386 4,775 54 Net income attributable to non-controlling interests and mezzanine classified non-controlling interests (84 ) (0 ) (160 ) (0 ) (67 ) (9 ) (0 ) Accretion to redemption value of redeemable non-controlling interests — — — — (25 ) (4 ) (0 ) Net income attributable to Trip.com Group Limited 9,918 22 17,067 32 33,294 4,762 54 Note: (1) Share-based compensation was included in the associated operating expense categories as follows: For the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in millions, except for percentages) Product development (870 ) (2 ) (976 ) (2 ) (1,039 ) (149 ) (2 ) Sales and marketing (158 ) (0 ) (171 ) (0 ) (216 ) (31 ) (0 ) General and administrative (806 ) (2 ) (895 ) (2 ) (1,015 ) (145 ) (2 ) Any discrepancies in the above table between the amounts or percentages identified as total amounts or percentages and the sum of the amounts or percentages listed therein are due to rounding. 86 Table of Contents 2025 compared to 2024 Revenues Total revenues increased by 17% to RMB62.5 billion (US$8.9 billion) in 2025 from RMB53.4 billion in 2024, primarily driven by resilient travel demand throughout the year. Accommodation Reservation. Accommodation reservation revenue increased by 21% to RMB26.1 billion (US$3.7 billion) in 2025 from RMB21.6 billion in 2024. This was in line with the 17% increase in accommodation reservation GMV, primarily driven by solid demand for outbound travel and international hotel bookings. Transportation Ticketing. Transportation ticketing revenue increased by 11% to RMB22.5 billion (US$3.2 billion) in 2025 from RMB20.3 billion in 2024. This was in line with the 6% increase in transportation ticketing GMV, primarily driven by the growth in international air bookings. Packaged Tours. Packaged tours revenue increased by 8% to RMB4.7 billion (US$670 million) in 2025 from RMB4.3 billion in 2024, primarily driven by the expansion of our international offerings. Corporate Travel. Corporate travel revenue increased by 13% to RMB2.8 billion (US$405 million) in 2025 from RMB2.5 billion in 2024, primarily driven by more companies adopting our managed corporate travel services. Other. Other revenues increased to RMB6.4 billion (US$916 million) in 2025 from RMB4.6 billion in 2024. Cost of Revenues Cost of revenues increased by 21% to RMB12.1 billion (US$1.7 billion) in 2025 from RMB10.0 billion in 2024, which was in line with the increase in our total revenues. Operating Expenses Operating expenses include product development expenses, sales and marketing expenses, and general and administrative expenses. Product Development. Product development expenses increased by 15% to RMB15.1 billion (US$2.2 billion) in 2025 from RMB13.1 billion in 2024, primarily due to an increase in product development personnel related expenses. Sales and Marketing. Sales and marketing expenses increased by 25% to RMB14.9 billion (US$2.1 billion) in 2025 from RMB11.9 billion in 2024, primarily due to an increase in sales and marketing related activities . General and Administrative. General and administrative expenses increased by 9% to RMB4.5 billion (US$640 million) in 2025 from RMB4.1 billion in 2024, primarily due to an increase in general and administrative personnel related expenses. Interest Income Interest income remained stable and amounted to RMB2.6 billion (US$372 million) in 2025, as compared to RMB2.3 billion in 2024. Interest Expense Interest expense decreased by 51% to RMB849 million (US$121 million) in 2025 from RMB1.7 billion in 2024, primarily due to the decrease in balance of borrowings and fluctuation in interest rates in 2025. 87 Table of Contents Other Income Other income was RMB21.3 billion (US$3.0 billion) in 2025, compared to other income of RMB2.2 billion in 2024. Other income in 2025 primarily consisted of RMB15.4 billion (US$2.2 billion) gain from acquirement of business or disposal of long-term investments, RMB4.0 billion (US$565 million) fair value gain of equity securities investments and exchangeable senior notes, RMB1.3 billion (US$192 million) government grants, RMB400 million (US$57 million) dividend from long-term investments and RMB316 million (US$45 million) foreign exchange gain. Other income in 2024 primarily consisted of RMB1.1 billion fair value gain of equity securities investments and exchangeable senior notes, RMB787 million government grants, RMB170 million dividend from long-term investments, partially offset by the RMB122 million impairments of long-term investments. Income Tax Expense Income tax expense was RMB5.8 billion (US$832 million) in 2025, compared to RMB2.6 billion in 2024. Our effective income tax rate in 2025 was 15%, compared to 15% in 2024. The effective tax rate was primarily impacted by the combined impacts of (i) changes in the respective profitability of our subsidiaries with different tax rates, (ii) changes in deferred tax liabilities relating to withholding tax, (iii) certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes recorded in other (expense)/income, (iv) changes in valuation allowance provided for deferred tax assets, and (v) tax arising from the partial disposal of certain investment in accordance with the local indirect transfer tax rules. Equity in Income of Affiliates Equity in income of affiliates in 2025 was RMB353 million (US$50 million), compared to equity in income of affiliates of RMB2.8 billion in 2024. This was primarily due to the income generated from our equity method investments in 2025. 2024 compared to 2023 Revenues Total revenues increased by 20% to RMB53.4 billion in 2024 from RMB44.6 billion in 2023, primarily driven by resilient travel demand and consumption throughout the year. Accommodation Reservation. Accommodation reservation revenue increased by 25% to RMB21.6 billion in 2024 from RMB17.3 billion in 2023. This was in line with the 19% increase in accommodation reservation GMV, primarily driven by robust growth across our domestic, outbound and international markets. Transportation Ticketing. Transportation ticketing revenue increased by 10% to RMB20.3 billion in 2024 from RMB18.4 billion in 2023. This was in line with the 8% increase in transportation ticketing GMV, primarily driven by an increase in market demands in transportation reservations. Packaged Tours. Packaged tours revenue increased by 38% to RMB4.3 billion in 2024 from RMB3.1 billion in 2023, primarily driven by an increase in market demands in packaged-tour reservations. Corporate Travel. Corporate travel revenue increased by 11% to RMB2.5 billion in 2024 from RMB2.3 billion in 2023, primarily driven by more companies adopting our managed corporate travel services. Other. Other revenues increased to RMB4.6 billion in 2024 from RMB3.5 billion in 2023. Cost of Revenues Cost of revenues increased by 23% to RMB10.0 billion in 2024 from RMB8.1 billion in 2023, which was in line with the increase in our total revenues. Operating Expenses Operating expenses include product development expenses, sales and marketing expenses, and general and administrative expenses. Product Development. Product development expenses increased by 8% to RMB13.1 billion in 2024 from RMB12.1 billion in 2023, primarily due to an increase in product development personnel related expenses. 88 Table of Contents Sales and Marketing. Sales and marketing expenses increased by 29% to RMB11.9 billion in 2024 from RMB9.2 billion in 2023, primarily due to an increase in sales and marketing related activities . General and Administrative. General and administrative expenses increased by 9% to RMB4.1 billion in 2024 from RMB3.7 billion in 2023, primarily due to an increase in general and administrative personnel related expenses. Interest Income Interest income remained stable and amounted to RMB2.3 billion in 2024, as compared to RMB2.1 billion in 2023 . Interest Expense Interest expense decreased by 16% to RMB1.7 billion in 2024 from RMB2.1 billion in 2023, primarily due to the decrease in balance of borrowings and fluctuation in interest rates in 2024. Other Income/(Expense) Other income was RMB2.2 billion in 2024, compared to other expense of RMB667 million in 2023. Other income in 2024 primarily consisted of RMB1.1 billion fair value gain of equity securities investments and exchangeable senior notes, RMB787 million government grants, RMB170 million dividend from long-term investments, partially offset by the RMB122 million impairments of long-term investments. Other expense in 2023 primarily consisted of RMB1.5 billion fair value loss of equity securities investments and exchangeable senior notes and RMB115 million impairments of long-term investments, partially offset by the RMB608 million government grants and RMB177 million dividend from long-term investments. Income Tax Expense Income tax expense was RMB2.6 billion in 2024, compared to RMB1.8 billion in 2023. Our effective income tax rate in 2024 was 15%, compared to 16% in 2023. The change in effective tax rate was primarily due to the combined impacts of (i) changes in the respective profitability of our subsidiaries with different tax rates, (ii) changes in deferred tax liabilities relating to withholding tax, (iii) certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes recorded in other income/(expense), and (iv) changes in valuation allowance provided for deferred tax assets. Equity in Income of Affiliates Equity in income of affiliates in 2024 was RMB2.8 billion, compared to equity in income of affiliates of RMB1.1 billion in 2023. This was primarily due to the income incurred from our equity method investments in 2024, partially offset by other-than-temporary impairment of certain investments. Financial Information Relating to the VIEs The following tables present the condensed consolidating schedules of financial information of Trip.com Group Limited, our subsidiaries that are the primary beneficiaries of the VIEs, our other subsidiaries, and the VIEs and their subsidiaries for the years and as of the dates indicated. 89 Table of Contents Condensed Consolidating Schedules of Results of Operations Data For the Year Ended December 31, 2025 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminating Adjustments Consolidated Totals (RMB in millions) Third-party net revenues — 46,802 4,769 10,838 — 62,409 Inter-company net revenues(1) — 768 4,839 777 (6,384 ) — Third-party cost of revenues and operating expenses (19 ) (34,087 ) (4,729 ) (7,801 ) — (46,636 ) Inter-company cost of revenues and operating expenses(1) — (2,078 ) (544 ) (3,762 ) 6,384 — (Loss)/Income from operations (19 ) 11,405 4,335 52 — 15,773 Share of income from subsidiaries and the VIEs(2) 18,869 4,724 811 — (24,404 ) — Net interest income and other income 16,217 5,971 316 571 — 23,075 Income before income tax expense and equity in income/(loss) of affiliates 35,067 22,100 5,462 623 (24,404 ) 38,848 Income tax expense (2,073 ) (3,122 ) (451 ) (169 ) — (5,815 ) Equity in income/(loss) of affiliates 300 (36 ) 123 (34 ) — 353 Net income 33,294 18,942 5,134 420 (24,404 ) 33,386 Net income attributable to non-controlling interests and mezzanine classified non-controlling interests — (48 ) (13 ) (6 ) — (67 ) Accretion to redemption value of redeemable non-controlling interests — (25 ) — — — (25 ) Net income attributable to Trip.com Group Limited 33,294 18,869 5,121 414 (24,404 ) 33,294 90 Table of Contents For the Year Ended December 31, 2024 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminating Adjustments Consolidated Totals (RMB in millions) Third-party net revenues — 39,521 3,648 10,125 — 53,294 Inter-company net revenues(1) — 880 6,407 1,655 (8,942 ) — Third-party cost of revenues and operating expenses (25 ) (28,694 ) (3,557 ) (6,841 ) — (39,117 ) Inter-company cost of revenues and operating expenses(1) — (3,116 ) (1,010 ) (4,816 ) 8,942 — (Loss)/Income from operations (25 ) 8,591 5,488 123 — 14,177 Share of income/(loss) from subsidiaries and the VIEs(2) 17,466 5,883 628 — (23,977 ) — Net interest (expense)/income and other (expense)/income (1,099 ) 3,250 448 227 — 2,826 Income/(Loss) before income tax expense and equity in income/(loss) of affiliates 16,342 17,724 6,564 350 (23,977 ) 17,003 Income tax expense — (2,194 ) (466 ) 56 — (2,604 ) Equity in income/(loss) of affiliates 725 2,043 110 (50 ) — 2,828 Net income/(loss) 17,067 17,573 6,208 356 (23,977 ) 17,227 Net (income)/loss attributable to non-controlling interests and mezzanine classified non-controlling interests — (107 ) (59 ) 6 — (160 ) Net income/(loss) attributable to Trip.com Group Limited 17,067 17,466 6,149 362 (23,977 ) 17,067 91 Table of Contents For the Year Ended December 31, 2023 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminating Adjustments Consolidated Totals (RMB in millions) Third-party net revenues — 31,747 4,494 8,269 — 44,510 Inter-company net revenues(1) — 455 5,663 1,781 (7,899 ) — Third-party cost of revenues and operating expenses (188 ) (22,867 ) (3,757 ) (6,374 ) — (33,186 ) Inter-company cost of revenues and operating expenses(1) — (3,170 ) (25 ) (4,704 ) 7,899 — (Loss)/Income from operations (188 ) 6,165 6,375 (1,028 ) — 11,324 Share of income/(loss) from subsidiaries and the VIEs(2) 12,070 230 (577 ) — (11,723 ) — Net interest (expense)/income and other (expense)/income (2,065 ) 5,985 (4,865 ) 301 — (644 ) Income/(Loss) before income tax expense and equity in income/(loss) of affiliates 9,817 12,380 933 (727 ) (11,723 ) 10,680 Income tax expense — (1,158 ) (427 ) (165 ) — (1,750 ) Equity in income/(loss) of affiliates 99 929 91 (47 ) — 1,072 Net income/(loss) 9,916 12,151 597 (939 ) (11,723 ) 10,002 Net income attributable to non-controlling interests — (78 ) — (6 ) — (84 ) Net income/(loss) attributable to Trip.com Group Limited 9,916 12,073 597 (945 ) (11,723 ) 9,918 Notes: (1) It represents the elimination of the intercompany service charge at the consolidation level. For the years ended December 31, 2023, 2024, and 2025, the service fees of the VIEs and their subsidiaries charged by the primary beneficiaries of the VIEs were RMB4.3 billion, RMB4.0 billion, and RMB3.5 billion, respectively. (2) It represents the elimination of the investment among Trip.com Group Limited, other subsidiaries, primary beneficiaries of the VIEs, and the VIEs and their subsidiaries. 92 Table of Contents Condensed Consolidating Schedules of Balance Sheets Data As of December 31, 2025 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminations Consolidated Totals (RMB in millions) ASSETS Cash and cash equivalents 11 30,947 5,883 3,007 — 39,848 Restricted cash — 6,172 257 174 — 6,603 Short-term investments — 26,682 2,302 3,023 — 32,007 Accounts receivable — 13,651 261 1,329 — 15,241 Due from related parties — 3,349 1 19 — 3,369 Prepayments and other current assets 134 20,669 282 2,897 — 23,982 Amounts due from Group companies(1) 35,102 17,419 4,259 9,747 (66,527 ) — Long-term prepayments and other assets — 412 29 159 — 600 Land use rights — 111 40 — — 151 Property, equipment and software — 4,984 406 55 — 5,445 Investments 8,139 45,434 6,458 1,344 — 61,375 Investment in subsidiaries and the VIEs(2) 142,540 14,819 11,030 — (168,389 ) — Goodwill — 62,043 3 222 — 62,268 Intangible assets — 12,806 21 35 — 12,862 Right-of-use assets — 809 45 27 — 881 Deferred tax assets — 1,923 322 510 — 2,755 Total assets 185,926 262,230 31,599 22,548 (234,916 ) 267,387 LIABILITIES Short-term debt and current portion of long-term debt 4,585 10,404 3,001 1,345 — 19,335 Accounts payable — 16,359 212 2,579 — 19,150 Due to related parties — 333 9 2 — 344 Salary and welfare payable — 3,800 1,612 536 — 5,948 Taxes payable — 1,636 168 244 — 2,048 Advances from customers — 16,028 56 2,101 — 18,185 Accrued liability for rewards program — 2,166 333 763 — 3,262 Other payables and accruals 122 6,233 1,250 2,292 — 9,897 Amounts due to Group companies(1) 194 46,629 8,218 11,486 (66,527 ) — Deferred tax liabilities — 3,938 4 7 — 3,949 Long-term debt 10,413 1,017 — — — 11,430 Long-term lease liability — 564 13 8 — 585 Other long-term liabilities — 654 — — — 654 Total liabilities 15,314 109,761 14,876 21,363 (66,527 ) 94,787 Mezzanine equity — 131 — — — 131 Total shareholders’ equity 170,612 152,338 16,723 1,185 (168,389 ) 172,469 Total liabilities, mezzanine equity and shareholders’ equity 185,926 262,230 31,599 22,548 (234,916 ) 267,387 93 Table of Contents As of December 31, 2024 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminations Consolidated Totals (RMB in millions) ASSETS Cash and cash equivalents 51 38,371 7,277 2,740 — 48,439 Restricted cash — 2,438 93 123 — 2,654 Short-term investments — 19,529 6,556 2,390 — 28,475 Accounts receivable — 11,226 119 1,114 — 12,459 Due from related parties — 2,745 22 36 — 2,803 Prepayments and other current assets 523 14,129 292 2,346 — 17,290 Amounts due from Group companies(1) 30,663 11,757 6,994 8,567 (57,981 ) — Long-term prepayments and other assets — 294 22 138 — 454 Land use rights — 35 42 — — 77 Property, equipment and software — 4,613 410 30 — 5,053 Investments 12,391 28,553 4,347 1,903 — 47,194 Investment in subsidiaries and the VIEs(2) 124,988 17,758 8,144 — (150,890 ) — Goodwill — 60,686 3 222 — 60,911 Intangible assets — 12,707 21 35 — 12,763 Right-of-use assets — 635 77 43 — 755 Deferred tax assets — 2,473 379 402 — 3,254 Total assets 168,616 227,949 34,798 20,089 (208,871 ) 242,581 LIABILITIES Short-term debt and current portion of long-term debt 3,935 6,068 5,895 3,535 — 19,433 Accounts payable — 14,657 206 1,715 — 16,578 Due to related parties — 354 33 10 — 397 Salary and welfare payable — 3,566 1,586 191 — 5,343 Taxes payable — 1,558 356 203 — 2,117 Advances from customers — 14,079 55 3,895 — 18,029 Accrued liability for rewards program — 1,841 198 413 — 2,452 Other payables and accruals 490 5,937 1,188 2,046 — 9,661 Amounts due to Group companies(1) 1,304 43,497 5,855 7,325 (57,981 ) — Deferred tax liabilities — 4,085 6 7 — 4,098 Long-term debt 19,518 616 — — — 20,134 Long-term lease liability — 495 44 22 — 561 Other long-term liabilities — 296 — — — 296 Total liabilities 25,247 97,049 15,422 19,362 (57,981 ) 99,099 Mezzanine equity — 743 — — — 743 Total shareholders’ equity 143,369 130,157 19,376 727 (150,890 ) 142,739 Total liabilities, mezzanine equity and shareholders’ equity 168,616 227,949 34,798 20,089 (208,871 ) 242,581 Notes: (1) It represents the elimination of intercompany balances among Trip.com Group Limited, other subsidiaries, primary beneficiaries of the VIEs, and the VIEs and their subsidiaries for treasury cash management purpose. (2) It represents the elimination of the investment among Trip.com Group Limited, other subsidiaries, primary beneficiaries of the VIEs, and the VIEs and their subsidiaries. 94 Table of Contents Condensed Consolidating Schedule of Cash Flows Data For the Year Ended December 31, 2025 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminating Adjustments Consolidated Totals (RMB in millions) Net cash (used in)/provided by operating activities(1) (284 ) 18,446 4,224 30 (8,037 ) 14,379 Capital contribution to Group companies — — (2,206 ) — 2,206 — Cash flows of loan funding provided to group companies, net of repayments received (4,439 ) (5,754 ) 2,769 (1,180 ) 8,604 — Other investing activities 19,646 (25,786 ) 2,558 (599 ) — (4,181 ) Net cash provided by/(used in) investing activities 15,207 (31,540 ) 3,121 (1,779 ) 10,810 (4,181 ) Capital contribution from Group companies — 2,206 — — (2,206 ) — Cash flows of loan funding received from group companies, net of repayments made (1,109 ) 3,099 2,357 4,257 (8,604 ) — Cash paid for repurchasing of ordinary shares (4,396 ) — — — — (4,396 ) Dividends distribution (1,423 ) — (8,037 ) — 8,037 (1,423 ) Other financing activities (8,168 ) 4,409 (2,895 ) (2,190 ) — (8,844 ) Net cash (used in)/provided by financing activities (15,096 ) 9,714 (8,575 ) 2,067 (2,773 ) (14,663 ) 95 Table of Contents For the Year Ended December 31, 2024 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminating Adjustments Consolidated Totals (RMB in millions) Net cash (used in)/provided by operating activities(1) (846 ) 20,036 4,901 1,434 (5,900 ) 19,625 Capital contribution to Group companies — — (161 ) — 161 — Cash flows of loan funding provided to group companies, net of repayments received 1,447 1,620 (2,721 ) (1,957 ) 1,611 — Other investing activities — (7,738 ) 756 930 — (6,052 ) Net cash provided by/(used in) investing activities 1,447 (6,118 ) (2,126 ) (1,027 ) 1,772 (6,052 ) Capital contribution from Group companies — 161 — — (161 ) — Cash flows of loan funding received from group companies, net of repayments made 745 2,721 (644 ) (1,211 ) (1,611 ) — Cash paid for repurchasing of ordinary shares (2,172 ) — — — — (2,172 ) Dividends distribution — (900 ) (5,000 ) — 5,900 — Other financing activities 313 (2,606 ) (2,530 ) 285 — (4,538 ) Net cash (used in)/provided by financing activities (1,114 ) (624 ) (8,174 ) (926 ) 4,128 (6,710 ) 96 Table of Contents For the Year Ended December 31, 2023 Trip.com Group Limited Other Subsidiaries Primary Beneficiaries of the VIEs The VIEs and their Subsidiaries Eliminating Adjustments Consolidated Totals (RMB in millions) Net cash (used in)/provided by operating activities(1) (1,536 ) 18,260 8,088 1,092 (3,900 ) 22,004 Cash flows of loan funding provided to group companies, net of repayments received 1,775 (3,615 ) 346 (1,182 ) 2,676 — Other investing activities — 5,639 (1,011 ) 1,291 — 5,919 Net cash provided by/(used in) investing activities 1,775 2,024 (665 ) 109 2,676 5,919 Cash flows of loan funding received from group companies, net of repayments made (18 ) (803 ) 2,714 783 (2,676 ) — Cash paid for repurchasing of ordinary shares (1,617 ) — — — — (1,617 ) Dividends distribution — (400 ) (3,500 ) — 3,900 — Other financing activities 421 (2,347 ) 2,961 (1,965 ) — (930 ) Net cash (used in)/provided by financing activities (1,214 ) (3,550 ) 2,175 (1,182 ) 1,224 (2,547 ) Note: (1) For the years ended December 31, 2023, 2024, and 2025, cash paid by the VIEs to the primary beneficiaries of the VIEs for service fees was RMB4.3 billion, RMB4.0 billion, and RMB3.5 billion, respectively. 97 Table of Contents B.  Liquidity and Capital Resources Liquidity The following table sets forth the summary of our cash flows for the periods indicated: For the Years Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in millions) Net cash provided by operating activities 22,004 19,625 14,379 2,059 Net cash provided by /(used in) investing activities 5,919 (6,052 ) (4,181 ) (598 ) Net cash used in financing activities (2,547 ) (6,710 ) (14,663 ) (2,098 ) Effect of foreign exchange rate changes on cash and cash equivalents, restricted cash 120 247 (177 ) (27 ) Net increase /(decrease) in cash and cash equivalents, restricted cash 25,496 7,110 (4,642 ) (664 ) Cash and cash equivalents, restricted cash, beginning of year 18,487 43,983 51,093 7,306 Cash and cash equivalents, restricted cash, end of year 43,983 51,093 46,451 6,642 Net cash provided by operating activities in 2025 was RMB14.4 billion (US$2.1 billion) compared to net cash provided by operating activities of RMB19.6 billion in 2024. The decrease was primarily due to increased cash used to fund working capital, and there was a significant increase in prepayments and other current assets. The effect of changes in working capital was partially offset by higher net income after adjusting for impacts on non-cash items. Net income had an improvement of RMB16.2 billion, which was primarily attributable to the partial disposal of MakeMyTrip. Non-cash items were principally associated with share-based compensation expenses, fair value income for equity securities investment and exchangeable senior notes, and gain from acquirement of business. Net cash provided by operating activities in 2024 was RMB19.6 billion compared to net cash provided by operating activities of RMB22.0 billion in 2023. The decrease was primarily due to increased cash used to fund working capital, since the growth rate of our business normalized in 2024 and there was a significant decrease in accounts payable. The effect of changes in working capital was partially offset by higher net income after adjusting for impacts on non-cash items. Net income had an improvement of RMB7.2 billion. Non-cash items were principally associated with share-based compensation expenses, fair value income for equity securities investment and exchangeable senior notes and equity in income from affiliates. Net cash used in investing activities in 2025 amounted to RMB4.2 billion (US$598 million), compared to net cash used in investing activities of RMB6.1 billion in 2024 and net cash provided by investing activities of RMB5.9 billion in 2023. The change in 2025 in comparison to 2024 was primarily due to cash received from disposal of both long-term and short-term investments, partially offset by net cash outflows of both long-term and short-term investments. The change in 2024 in comparison to 2023 was primarily due to net cash outflows for short-term investments. Net cash used in financing activities in 2025 amounted to RMB14.7 billion (US$2.1 billion), compared to net cash used in financing activities of RMB6.7 billion in 2024 and RMB2.5 billion in 2023. Net cash used in financing activities in 2025 was mainly due to repayment of short-term and long-term bank loans, share repurchase, settlement of securitization debt and dividends paid for ordinary shareholders which were partially offset by proceeds from short-term loans and securitization debt and other investors. Net cash used in financing activities in 2024 was mainly due to repayment of bank loans which were partially offset by the net cash proceeds from the issuance of the 2029 Notes. Net cash used in financing activities in 2023 was mainly due to the repayment of long-term and short-term loans and share repurchase which were partially offset by the cash proceeds from long-term bank loans and securitization debt. Under PRC laws and regulations, our subsidiaries are required to set aside at least 10% of their respective after-tax profits each year, if any, to statutory reserve funds, unless such reserve funds have reached 50% of their respective registered capital. These reserve funds are not distributable as cash dividends and dividends cannot be distributed until any losses from prior fiscal years have been offset. 98 Table of Contents In November 2023, our board of directors adopted a regular capital return policy to benefit our shareholders and ADS holders in the form of discretionary annual share repurchases, discretionary annual cash dividend declarations, or a combination thereof, commencing from the year 2024. Under the policy, our board of directors reserves the discretion relating to the determination of the form, timing, and amount of the capital return measures in any particular year, depending on our financial condition, results of operations, cash flow, capital requirements, and other relevant factors. In February 2024, pursuant to the regular capital return policy, our board of directors approved and authorized us to implement strategic capital return initiatives, which include share repurchases, from time to time for an aggregate value of up to US$300 million. In February 2025, pursuant to the regular capital return policy, our board of directors approved and authorized us to implement additional strategic capital return initiatives, which include (i) a cash dividend of US$0.30 per ordinary share, or US$0.30 per ADS, to holders of ordinary shares and holders of ADSs, with an aggregate amount of approximately US$200 million, and (ii) share repurchases, from time to time, for an aggregate value of up to US$400 million of our ordinary shares and/or ADSs. In August 2025, our board of directors authorized a new share repurchase program under which we may repurchase up to an aggregate of US$5 billion of our outstanding ordinary shares and/or ADSs. Capital Resources As of December 31, 2025, our principal sources of liquidity have been cash generated from operating activities, borrowings from third-party lenders, and the proceeds we received from our public offerings of ordinary shares and our offerings of convertible senior notes and exchangeable senior notes. Our cash and cash equivalents consist of cash on hand and liquid investments which are unrestricted as to withdrawal or use. Our financing activities consist of the issuance and sale of our ordinary shares, convertible senior notes and exchangeable senior notes to investors and borrowings from third-party lenders. As of December 31, 2025, we have loan facilities of up to RMB6.3 billion and we have drawn down RMB1.9 billion under such facilities. As of the date of this annual report, we have an outstanding amount of: (i) US$500 million in an aggregate principal amount of our 1.50% exchangeable senior notes due 2027, (ii) US$1.5 billion in an aggregate principal amount of our 0.75% convertible senior notes due 2029. Except as disclosed in this annual report, we have no outstanding bank loans or financial guarantees or similar commitments to guarantee the payment obligations of third parties. Based on our liquidity assessment, we believe that our cash flow from operations and proceeds from our financing activities will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for the foreseeable future and for at least 12 months subsequent to the filing of this annual report. We may, however, require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. See also “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We may need additional capital and we may not be able to obtain it.” Off-balance Sheet Arrangements In connection with our air ticketing business, we are required by the China Air Transport Association and International Air Transport Association to enter into guarantee arrangements and to pay deposits. The unused deposits are repaid at the end of the guaranteed period on an annual basis. As of December 31, 2025, the total quota of the air tickets that we were entitled to issue was up to RMB1.5 billion (US$209 million). The total amount of the deposit we paid was RMB159 million (US$23 million). Based on the guarantee arrangements, the maximum amount of the future payments is approximately RMB1.3 billion (US$186 million), which is the guaranteed amount of the air ticket that we could issue rather than a financial guarantee. We will be liable to pay only when we issue the air tickets to our users and such payable is included in the accounts payable. Therefore, we believe the guarantee arrangements do not constitute any contractual and constructive obligation of us and has not recorded any liability beyond the amount of the tickets that have already been issued. Material Cash Requirements Our material cash requirements as of December 31, 2025 primarily included our debt obligations and capital expenditure commitments. 99 Table of Contents Our debt obligations consist of the principal and interest amounts in connection with our convertible and exchangeable senior notes, term loans and other debts. Payment due within one year from December 31, 2025 for our debt obligations amounted to RMB18.5 billion (US$2.6 billion). Payment due after one year from December 31, 2025 for our debt obligations amounted to RMB11.6 billion (US$1.7 billion). The following sets forth our major debt obligations as of December 31, 2025 which require payments in subsequent periods. We were in compliance with all of the applicable debt covenants as of December 31, 2025. • In July 2020, we issued US$500 million in aggregate principal amount of 1.50% exchangeable senior notes due 2027, or the 2020 Exchangeable Notes. The 2020 Exchangeable Notes are exchangeable, at the option of the holders and subject to certain conditions, into cash, ADSs of H World, or a combination thereof, at our election subject to certain conditions. The currently effective exchange rate of the 2020 Exchangeable Notes is 27.6247 H World ADSs per US$1,000 principal amount of the notes as of December 31, 2025. The 2020 Exchangeable Notes bear interest at a rate of 1.50% per year, payable semiannually beginning on January 1, 2021. In addition, we may redeem the 2020 Exchangeable Notes subject to certain conditions. • In June 2024, we issued US$1.5 billion in aggregate principal amount of 0.75% convertible senior notes due 2029, or the 2029 Notes. The 2029 Notes are convertible, at the option of the holders and subject to certain conditions, into our ADSs at a currently effective conversion rate of 15.1193 ADSs per US$1,000 principal amount of the notes as of December 31, 2025. The 2029 Notes bear interest at a rate of 0.75% per year, payable semiannually beginning on December 15, 2024. Holders of the 2029 Notes may require us to repurchase all or part of their 2029 Notes for cash on June 15, 2027 at a repurchase price equal to 100% of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date, in accordance with the terms and conditions set forth in the indenture, as amended and supplemented, for the 2029 Notes. Our capital expenditure commitments primarily consist of contracted future purchases of property, equipment, and software. The unpaid purchase price due within one year after December 31, 2025 was RMB24 million (US$3.4 million) as of December 31, 2025. The unpaid purchase price due after one year after December 31, 2025 was RMB1 million (US$0.2 million) as of December 31, 2025. We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2025. While the above indicates our material cash requirements as of December 31, 2025, the actual amounts we are eventually required to pay may be different in the event that any agreements are renegotiated, canceled or terminated. Holding Company Structure Trip.com Group Limited is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries, and the VIEs and VIEs’ subsidiaries in China. As a result, our ability to pay dividends mainly depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined based on PRC accounting standards and regulations. Under PRC law, each of our subsidiaries, and the VIEs and VIEs’ subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. Some of our PRC subsidiaries and VIEs are required to allocate a portion of their after-tax profits after contribution of statutory reserve funds based on PRC accounting standards to discretionary surplus funds at its discretion. The statutory reserve funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. 100 Table of Contents Cash and Asset Flows Through Our Organization The ability to transfer cash and other assets within our organization may be subject to conditions and restrictions pursuant to the applicable laws and regulations. For example, under the PRC laws and regulations, Trip.com Group Limited may provide funding to its PRC subsidiaries only through capital contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. Trip.com Group Limited’s ability to pay dividends to the shareholders and the ADS holders and to service any debt it may incur may depend upon dividends paid by its PRC subsidiaries and license and service fees paid by the VIEs. Additionally, under the PRC laws and regulations, our PRC subsidiaries and the VIEs are subject to certain restrictions with respect to payment of dividends or other transfers of any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE, and the People’s Bank of China. These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of the VIEs in which we have no legal ownership. As of December 31, 2023, 2024, and 2025, the total amount of such restrictions to which our PRC subsidiaries and the VIEs are subject was RMB7.6 billion, RMB8.8 billion, and RMB10.5 billion (US$1.5 billion), respectively. Furthermore, cash transfers from our PRC subsidiaries and the VIEs to entities outside of China are subject to PRC government regulation on currency conversion or cross-border payment. As a result, the funds in our PRC subsidiaries or the VIEs in China may not be available to fund operations or for other use outside of China due to interventions in, or the imposition of restrictions and limitations on, the ability of our holding company, our subsidiaries, or the VIEs by the PRC government on such currency conversion. For details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Multi-jurisdictional Operations—Restrictions on currency exchange may adversely affect our operations.” Our company has established a centralized cash management policy to direct how funds are transferred between Trip.com Group Limited, our subsidiaries, and the VIEs to improve the efficiency and ensure the security of cash management, and cash is centrally managed by the treasury. Funds are transferred among Trip.com Group Limited, our subsidiaries, and the VIEs through our cash pooling structure, intercompany loans, and deposits or entrusted loans, depending on the circumstances and taking the regulatory and taxation requirements into consideration. Our board of directors has complete discretion as to whether we will distribute dividends in the future, subject to applicable laws. Even if our board of directors determines to distribute dividends, the form, frequency, and amount of our dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, potential tax implications, and other factors as the board of directors may deem relevant. Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, less the fees and expenses payable under the deposit agreement. Any dividend we declare will be distributed by the depositary bank to the holders of ADSs. Cash dividends on our ordinary shares, including those represented by the ADSs, if any, will be paid in U.S. dollars. For more details, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For the years ended December 31, 2023, 2024, and 2025, Trip.com Group Limited made no capital contributions to its subsidiaries. For the years ended December 31, 2023, 2024, and 2025, Trip.com Group Limited’s cash flows of loan funding provided to its subsidiaries, net of repayments received, were net cash inflows of RMB1.8 billion, net cash inflows of RMB1.4 billion, and net cash outflows of RMB4.4 billion, respectively. For the years ended December 31, 2023, 2024, and 2025, our subsidiaries did not extend any loan funding to Trip.com Group Limited. For the years ended December 31, 2023, 2024, and 2025, the VIEs’ cash flows of loan funding provided to our subsidiaries, net of repayments received, were net cash outflows of RMB1.2 billion, net cash outflows of RMB2.0 billion, and net cash outflows of RMB1.2 billion, respectively. For the years ended December 31, 2023, 2024, and 2025, the VIEs’ cash flows of loan funding received from our subsidiaries, net of repayments made, were net cash inflows of RMB0.8 billion, net cash outflows of RMB1.2 billion, and net cash inflows of RMB4.3 billion, respectively. 101 Table of Contents For the years ended December 31, 2023, 2024, and 2025, no subsidiary paid dividends or made other distributions to our Cayman Islands holding company. For the years ended December 31, 2023, 2024 and 2025, our PRC subsidiaries made dividend distributions in an aggregate amount of RMB7.2 billion, RMB9.7 billion, and RMB14.7 billion to their holding company in Hong Kong, Ctrip.com (Hong Kong) Limited, respectively. These dividend distributions were subject to 5% withholding tax as disclosed in Note 15 to our consolidated financial statements included elsewhere in this annual report on Form 20-F. Trip.com Group Limited has not declared or paid any cash dividends for the years ended December 31, 2023 and 2024. In February 2025, pursuant to the regular capital return policy, our board of directors approved a cash dividend of US$0.30 per ordinary share, or US$0.30 per ADS, to holders of ordinary shares and holders of ADSs. The aggregate amount of the dividend was approximately US$200 million. Our board of directors has complete discretion as to whether we will distribute dividends in the future, subject to applicable laws. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For the material Cayman Islands, PRC, and U.S. federal income tax consequences of an investment in our ADSs or ordinary shares, see “Item 10. Additional Information—E. Taxation.” C.  Research and Development, Patents and Licenses, etc. Our research and development efforts consist of continuing to develop our proprietary technology as well as incorporating new technologies from third parties. We intend to continue to upgrade our proprietary booking, customer relationship management and yield management software to keep up with the continued growth in our transaction volume and the rapidly evolving technological conditions. We will also seek to continue to enhance our electronic confirmation system and promote such system with more hotel suppliers, as we believe that the electronic confirmation system is a cost-effective and convenient way for hotels to interface with us. In addition, we have utilized and will continue to utilize the products and services of third parties to support our technology platform. D.  Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. E.  Critical Accounting Estimates For our critical accounting estimates, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates.”