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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 November, 2018

Commission File Number: 001-34656 

Huazhu Group Limited
(Translation of registrant's name into English)

No. 2266 Hongqiao Road
Changning District
Shanghai 200336
People's Republic of China
(86) 21 6195-2011
(Address of principal executive office)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):___ 

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.

  Huazhu Group Limited    
           (Registrant)
   
  
Date: November 16, 2018 By: /s/ Min (Jenny) Zhang
  Name: Min (Jenny) Zhang
  Title: Chief Executive Officer
  

EXHIBIT INDEX

 

Exhibit Number Description
   
Exhibit 99.1  Huazhu Group Limited Reports Third Quarter of 2018 Financial Results

 

EdgarFiling

EXHIBIT 99.1

Huazhu Group Limited Reports Third Quarter of 2018 Financial Results

SHANGHAI, China, Nov. 15, 2018 (GLOBE NEWSWIRE) -- Huazhu Group Limited (NASDAQ: HTHT) (“Huazhu” or the “Company”), a leading and fast-growing multi-brand hotel group in China, today announced its unaudited financial results for the third quarter ended September 30, 2018.

Third Quarter of 2018 Operational Highlights

1 The conversion of Renminbi (“RMB”) into United States dollars (“US$”) is based on the exchange rate of US$1.00= RMB6.8680 on September 28, 2018 as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at http://www.federalreserve.gov/releases/h10/hist/dat00_ch.htm. 

“We are excited to deliver another quarter with strong growth in both hotel openings and revenue growth. In the third quarter, we added a net of 152 hotels, bringing our total number of hotels in operation to 4,055. Our hotels in the pipeline had grown to a historical high of 924 at the end of the third quarter. This shows that our brands and products are well received by our customers and hotel owners. We are well on track for the hotel opening target for this year, and we are confident to further accelerate our new hotel opening in the coming 2019. We are also happy to announce that our flagship midscale hotel brand, the JI brand had exceeded the 500 hotels milestone for hotel in operations, and also recorded a historical high hotel in pipeline of 250 at the end of this quarter. Given JI brand’s characteristic design and superior profitability, we believe the JI brand will continue to accelerate its growth momentum in years to come. Huazhu’s other relatively younger and newly-acquired midscale brands have also started to build their own momentum for fast expansion, supported by our strong direct sales channels and centralized operating platform. We believe a number of these brands will follow JI brand’s growth trajectory to become a much bigger brand in the years to come,” commented Ms. Jenny Zhang, Chief Executive Officer of Huazhu.

Third Quarter of 2018 Financial Results
Since the first quarter of 2018, the Company adopted new revenue recognition standards and all prior year numbers are restated using the new standards. Please see the “Adoption of New Revenue Recognition Accounting Standards” section of this release for more information.

(RMB in thousands) Q3 2017 Q2 2018 Q3 2018
Revenues:      
Leased and owned hotels 1,853,834 1,899,707 2,052,581
Manachised and franchised hotels 525,063 615,976 699,223
Others 8,445 5,597 15,757
Net revenues 2,387,342 2,521,280 2,767,561
       

Net revenues for the third quarter of 2018 were RMB2,767.6 million (US$403.0 million), representing a 15.9% year-over-year increase and a 9.8% sequential increase. The year-over-year increase was primarily due to our hotel network expansion and improved blended RevPAR. The sequential increase was due to seasonality.

Net revenues from leased and owned hotels for the third quarter of 2018 were RMB2,052.6 million (US$298.9 million), representing a 10.7% year-over-year increase and an 8.0% sequential increase.

Net revenues from manachised and franchised hotels for the third quarter of 2018 were RMB699.2 million (US$101.8 million), representing a 33.2% year-over-year increase and a 13.5% sequential increase. Net revenues from manachised and franchised hotels accounted for 25.3% of the Company’s net revenues in the third quarter of 2018, up from 22.0% a year ago.

Other revenues represent revenues generated from other than hotel businesses, which mainly include revenues from Huazhu mall and the provision of IT products and services to hotels, totaling RMB15.8 million (US$2.3 million) in the third quarter of 2018.


(RMB in thousands)		 Q3 2017 Q2 2018 Q3 2018
Operating costs and expenses:      
Hotel operating costs 1,503,838 1,575,100 1,657,803
Other operating costs 4,816 2,137 1,685
Selling and marketing expenses 74,409 83,090 91,322
General and administrative expenses 153,725 189,514 233,353
Pre-opening expenses 67,632 65,612 59,894
Total operating costs and expenses 1,804,420 1,915,453 2,044,057
       

Hotel operating costs for the third quarter of 2018 were RMB1,657.8 million (US$241.4 million), compared to RMB1,503.8 million in the third quarter of 2017, representing a 10.2% year-over-year increase. Total hotel operating costs excluding share-based compensation expenses (non-GAAP) for the third quarter of 2018 were RMB1,651.2 million (US$240.4 million), representing 59.7% of net revenues, compared to 62.8% for the third quarter in 2017 and 62.2% for the previous quarter. The year-over-year decrease in the percentage was mainly attributable to the improved blended RevPAR and increased proportion of manachised and franchised hotels.

Selling and marketing expenses for the third quarter of 2018 were RMB91.3 million (US$13.3 million), compared to RMB74.4 million in the third quarter of 2017 and RMB83.1 million in the previous quarter. Selling and marketing expenses excluding share-based compensation expenses (non-GAAP) for the third quarter of 2018 were RMB90.9 million (US$13.2 million), or 3.3% of net revenues, compared to 3.1% for the third quarter of 2017 and 3.3% for the previous quarter.

General and administrative expenses for the third quarter of 2018 were RMB233.4 million (US$34.0 million), compared to RMB153.7 million in the third quarter of 2017 and RMB189.5 million in the previous quarter. General and administrative expenses excluding share-based compensation expenses (non-GAAP) for the third quarter of 2018 were RMB220.0 million (US$32.0 million), representing 7.9% of net revenues, compared with 6.0% of net revenues in the third quarter of 2017 and 7.1% in the previous quarter. The year-over-year increase in percentage was mainly due to (a) higher professional fees related to hotel investment; and (b) increase in personnel cost relating to new hotel developments, new business initiatives around our core hotel business, information technology services, and a quarterly accrual of a long-term profit-sharing bonus. In 2017, we accrued the entire amount of the long-term profit sharing bonus in Q4 2017 when we established the plan.

Pre-opening expenses for the third quarter of 2018 were RMB59.9 million (US$8.7 million), representing a 11.4% year-over-year decrease and an 8.7% sequential decrease.

Other operating income, net for the third quarter of 2018 were RMB51.3 million (US$7.5 million) mainly related to compensation received from the landlords on termination of certain lease hotels, compared to RMB0.1 million in the third quarter of 2017 and RMB65.2 million in the previous quarter.

Income from operations for the third quarter of 2018 was RMB774.8 million (US$112.8 million), representing a 32.9% year-over-year increase and a 15.5% sequential increase. Excluding share-based compensation expenses, adjusted income from operations (non-GAAP) for the third quarter of 2018 was RMB795.2 million (US$115.8 million), compared to adjusted income from operation (non-GAAP) of RMB598.4 million for the third quarter of 2017 and RMB689.7 million for the previous quarter. The operating margin, defined as income from operations as percentage of net revenues, for the third quarter of 2018 was 28.0%, compared with 24.4% in the third quarter of 2017 and 26.6% in the previous quarter. The improved year-over-year operating margin was mainly attributable to the improved blended RevPAR and asset-light strategy.

Other income, net for the third quarter of 2018 was RMB16.3 million (US$2.4 million), compared to RMB39.7 million for the third quarter of 2017 and RMB195.0 million for the previous quarter.

Unrealized gains from fair value changes of equity securities for the third quarter of 2018 was RMB179.2 million (US$26.1 million), compared to unrealized gains from fair value changes of equity securities of RMB11.4 million in the third quarter of 2017 and unrealized losses from fair value changes of equity securities of RMB200.8 million in the previous quarter. Unrealized gains (losses) from fair value changes of equity securities mainly represents the unrealized gains (losses) from our investment in equity securities with readily determinable fair values, such as AccorHotels. The unrealized gains (losses) will have a significant impact on our GAAP net income going forward.

Net income attributable to Huazhu Group Limited for the third quarter of 2018 was RMB667.8 million (US$97.2 million), compared to RMB463.8 million in the third quarter of 2017 and RMB338.4 million in the previous quarter. Excluding share-based compensation expenses and the unrealized gains (losses) from fair value changes of equity securities, adjusted net income attributable to Huazhu Group Limited (non-GAAP) for the third quarter of 2018 was RMB508.9 million (US$74.1 million), representing a 8.8% year-over-year increase and a 8.8% sequential decrease.

Basic and diluted earnings per share/ADS. For the third quarter of 2018, basic earnings per share were RMB2.37 (US$0.34) and diluted earnings per share were RMB2.23 (US$0.32). For the third quarter of 2018, excluding share-based compensation expenses and unrealized gains (losses) from fair value changes of equity securities, adjusted basic earnings per share (non-GAAP) were RMB1.80 (US$0.26) and adjusted diluted earnings per share (non-GAAP) were RMB1.71 (US$0.24).

EBITDA (non-GAAP) for the third quarter of 2018 was RMB1,165.6 million (US$169.7 million), compared with RMB841.3 million in the third quarter of 2017 and RMB745.6 million in the previous quarter. Excluding share-based compensation expenses and unrealized gains (losses) from fair value changes of equity securities, adjusted EBITDA (non-GAAP) for the third quarter of 2018 was RMB1,006.8 million (US$146.6 million), compared with RMB845.2 million for the third quarter of 2017 and RMB965.0 million for the previous quarter.

Cash flow. Operating cash inflow for the third quarter of 2018 was RMB914.1 million (US$133.1 million). Investing cash outflow for the third quarter of 2018 was RMB1,394.9 million (US$203.1 million), including RMB425.6 million (US$62.0 million) for acquiring Blossom Hill Hotel Investment Management (Kunshan) Co., Ltd.(“Blossom Hill”)2.

Cash and cash equivalents and Restricted cash. As of September 30, 2018, the Company had a total balance of cash and cash equivalents and restricted cash of RMB4,547.4 million (US$662.1 million).

Debt financing. As of September 30, 2018, the Company had a total debt balance of RMB9,239.8 million (US$1,345.3 million) and the unutilized credit facility available to the Company was RMB1,265.6 million.

Adoption of New Revenue Recognition Accounting Standards
The Company adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018 on a full retrospective basis in the condensed consolidated financial statements. As such, prior period results have been adjusted to reflect the adoption of ASU 2014-09.

The most meaningful impacts of the adoption of ASU 2014-09 are as follows:

Under previous guidance, initial one-time franchise fee was recognized when the hotels opened for business and the Company had fulfilled its commitments and obligations. Upon adoption of new revenue standards, the one-time franchise fee will be recognized over the term of the franchise contract.

Under previous guidance, the Company adopted the incremental cost model to account for customer loyalty program. The estimated incremental costs, net of the reimbursement received from the franchisees, are accrued and recorded as accruals for customer loyalty program as members accumulate points and are recognized as cost and expense in the accompanying consolidated statements of comprehensive income. Under new revenue standards, loyalty program is considered a separate performance obligation and the consideration allocated to the loyalty program will be recognized as revenue upon point redemption, net of any cost paid to the franchisees and other third parties.

2 As of September 30, 2018, the Company is still in the process of evaluating the purchase price allocation for Blossom Hill. Hence, the financial results for the third quarter of 2018 are based on the preliminary numbers and are subject to change upon finalization.

Guidance
The Company expects net revenues for the fourth quarter to grow 17%-19% year-over-year. For the full year of 2018, the Company anticipates the net revenues growth to be at high-end of previous guidance (18%-22%).

In 2019, the Company expects to accelerate the gross hotel opening to 800-900, about 75%-80% of which will be under midscale and upscale brands. The Company estimates to close 150-200 hotels in 2019.

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

Conference Call
Huazhu’s management will host a conference call at 8 p.m. ET, Thursday, November 15, 2018 (or 9 a.m. on Friday, November 16, 2018 in the Shanghai/Hong Kong time zone) following the announcement. To participate in the event by telephone, please dial +1 (845) 675 0438 (for callers in the US), +86 400 120 0654 (for callers in China Mainland), +852 3018 6776 (for callers in Hong Kong) or +65 6713 5440 (for callers outside of the US, China Mainland, and Hong Kong) and enter pass code 7149749.  Please dial in approximately 10 minutes before the scheduled time of the call.

A recording of the conference call will be available after the conclusion of the conference call through November 22, 2018. Please dial +1 (855) 452 5696 (for callers in the US) or +61 2 9003 4211 (for callers outside the US) and entering pass code 7149749.

The conference call will also be webcast live over the Internet and can be accessed by all interested parties at the Company’s Web site, http://ir.huazhu.com.

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

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

The Company believes that unrealized gains and losses from changes in fair value of equity securities are generally meaningless in understanding our reported results or evaluating our economic performance of our businesses. These gains and losses have caused and will continue to cause significant volatility in periodic earnings.

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

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

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

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

About Huazhu Group Limited
Huazhu Group Limited is a leading hotel operator and franchisor in China. As of September 30, 2018, the Company had 4,055 hotels or 409,516 rooms in operation. With a primary focus on economy and midscale hotel segments, Huazhu’s brands include Hi Inn, Elan Hotel, HanTing Hotel, HanTing Premium Hotel, JI Hotel, Starway Hotel, Manxin Hotel, Joya Hotel, Crystal Orange Hotel, Orange Hotel Select, Orange Hotel and Blossom Hill. The Company also has the rights as master franchisee for Mercure, Ibis and Ibis Styles, and co-development rights for Grand Mercure and Novotel, in Pan-China region. The Company's business includes leased and owned, manachised and franchised models. Under the lease and ownership model, the Company directly operates hotels typically located on leased or owned properties. Under the manachise model, the Company manages manachised hotels through the on-site hotel managers it appoints and collects fees from franchisees. Under the franchise model, the Company provides training, reservation and support services to the franchised hotels and collects fees from franchisees but does not appoint on-site hotel managers. The Company applies a consistent standard and platform across all of its hotels. As of September 30, 2018, Huazhu Group operates 21 percent of its hotel rooms under lease and ownership model, 79 percent under manachise and franchise models.

For more information, please visit the Company’s website: http://ir.huazhu.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: The information in this release contains forward-looking statements which involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, which may be identified by terminology such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project,” or “continue,” the negative of such terms or other comparable terminology. Readers should not rely on forward-looking statements as predictions of future events or results. Any or all of the Company’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions, risks and uncertainties and other factors which could cause actual events or results to be materially different from those expressed or implied in the forward-looking statements. In evaluating these statements, readers should consider various factors, including the anticipated growth strategies of the Company, the future results of operations and financial condition of the Company, the economic conditions of China, the regulatory environment in China, the Company’s ability to attract customers and leverage its brands, trends and competition in the lodging industry, the expected growth of the lodging market in China and other factors and risks outlined in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 20-F and other filings. These factors may cause the Company’s actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and it is not possible for the Company to predict all factors that may cause actual results to differ materially from those contained in any forward-looking statements. Any projections in this release are based on limited information currently available to the Company, which is subject to change. This release also contains statements or projections that are based upon information available to the public, as well as other information from sources which the Company believes to be reliable, but it is not guaranteed by the Company to be accurate, nor does the Company purport it to be complete. The Company disclaims any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this document, except as required by applicable law.

---Financial Tables and Operational Data Follow—

 
 
Huazhu Group Limited
Unaudited Condensed Consolidated Balance Sheets
  December 31, 2017   September 30, 2018
  RMB   RMB   US$
  (in thousands)
           
ASSETS          
Current assets:          
Cash and cash equivalents 3,474,719   3,927,561   571,864
Restricted cash 481,348   619,879   90,256
Short-term investments 129,911   89,591   13,045
Accounts receivable, net 162,910   195,639   28,485
Loan receivables 380,580   104,267   15,182
Amounts due from related parties 118,537   145,487   21,183
Prepaid rent 659,973   571,072   83,150
Inventories 24,006   39,137   5,698
Other current assets 329,140   417,917   60,850
Total current assets 5,761,124   6,110,550   889,713
           
Property and equipment, net 4,522,878   4,956,074   721,618
Intangible assets, net 1,643,972   1,849,233   269,254
Land use rights 140,108   221,711   32,282
Long-term investments 2,361,969   6,750,741   982,927
Goodwill 2,264,758   2,572,907   374,622
Loan receivables 42,330   164,799   23,995
Other assets 364,660   359,185   52,298
Deferred tax assets 405,975   405,975   59,111
Total assets 17,507,774   23,391,175   3,405,820
           
LIABILITIES AND EQUITY          
Current liabilities:          
Short-term debt 130,815   578,633   84,251
Accounts payable 766,565   829,655   120,800
Amounts due to related parties 36,890   49,757   7,245
Salary and welfare payables 427,070   326,706   47,569
Deferred revenue 942,651   1,063,012   154,778
Accrued expenses and other current liabilities 1,249,032   1,489,216   216,834
Income tax payable 218,238   239,868   34,925
Total current liabilities 3,771,261   4,576,847   666,402
           
Long-term debt 4,921,774   8,661,135   1,261,086
Deferred rent 1,380,484   1,418,601   206,552
Deferred revenue 398,303   433,999   63,191
Other long-term liabilities 380,578   424,089   61,748
Deferred tax liabilities 422,090   473,699   68,972
Total liabilities 11,274,490   15,988,370   2,327,951
           
Equity:          
Ordinary shares 212   213   31
Treasury shares (107,331 ) (107,331 ) (15,628)
Additional paid-in capital 3,624,135   3,684,968   536,542
Retained earnings 2,512,719   3,688,062   536,992
Accumulated other comprehensive income (loss) 167,965   (61,982 ) (9,025)
Total Huazhu Group Limited shareholders' equity 6,197,700   7,203,930   1,048,912
Noncontrolling interest 35,584   198,875   28,957
Total equity 6,233,284   7,402,805   1,077,869
Total liabilities and equity 17,507,774   23,391,175   3,405,820
           
           


Huazhu Group Limited
Unaudited Condensed Consolidated Statements of Comprehensive Income
  Quarter Ended
  September 30, 2017
   June 30, 2018
   September 30, 2018
  RMB     RMB     RMB     US$
  (in thousands, except per share and per ADS data)
Revenues:                      
Leased and owned hotels 1,853,834     1,899,707     2,052,581     298,862  
Manachised and franchised hotels 525,063     615,976     699,223     101,809  
Others 8,445     5,597     15,757     2,294  
Net revenues 2,387,342     2,521,280     2,767,561     402,965  
                       
Operating costs and expenses:                      
Hotel operating costs:                      
Rents (533,285 )   (585,283 )   (594,593 )   (86,574 )
Utilities (104,175 )   (76,263 )   (110,019 )   (16,019 )
Personnel costs (365,983 )   (421,573 )   (428,924 )   (62,453 )
Depreciation and amortization (214,069 )   (219,122 )   (215,942 )   (31,442 )
Consumables, food and beverage (150,371 )   (169,893 )   (179,414 )   (26,123 )
Others (135,955 )   (102,966 )   (128,911 )   (18,770 )
Total hotel operating costs (1,503,838 )   (1,575,100 )   (1,657,803 )   (241,381 )
Other operating costs (4,816 )   (2,137 )   (1,685 )   (245 )
Selling and marketing expenses (74,409 )   (83,090 )   (91,322 )   (13,297 )
General and administrative expenses (153,725 )   (189,514 )   (233,353 )   (33,977 )
Pre-opening expenses (67,632 )   (65,612 )   (59,894 )   (8,721 )
Total operating costs and expenses (1,804,420 )   (1,915,453 )   (2,044,057 )   (297,621 )
Other operating income (expense), net 137     65,209     51,268     7,465  
Income from operations 583,059     671,036     774,772     112,809  
Interest income 31,807     39,000     41,870     6,096  
Interest expense (34,797 )   (58,827 )   (63,306 )   (9,217 )
Other income (expense), net 39,717     194,989     16,286     2,371  
Unrealized gains (losses) from fair value changes of equity securities 11,406     (200,763 )   179,229     26,096  
Foreign exchange gain (loss) (5,833 )   (131,646 )   (433 )   (63 )
Income before income taxes 625,359     513,789     948,418     138,092  
Income tax expense (156,374 )   (163,575 )   (254,843 )   (37,106 )
(Loss) from equity method investments (3,279 )   (10,663 )   (18,432 )   (2,684 )
Net income 465,706     339,551     675,143     98,302  
Less: net loss (income) attributable to noncontrolling interest (1,858 )   (1,124 )   (7,391 )   (1,076 )
Net income attributable to Huazhu Group Limited 463,848     338,427     667,752     97,226  
                       
Other comprehensive income                      
Unrealized securities holding (losses), net of tax (5,757 )   -     -     -  
Foreign currency translation adjustments, net of tax 71,077     (166,745 )   (147,736 )   (21,511 )
Comprehensive income 531,026     172,806     527,407     76,791  
Comprehensive loss (income) attributable to noncontrolling interest (1,858 )   (1,124 )   (7,391 )   (1,076 )
Comprehensive income attributable to Huazhu Group Limited 529,168     171,682     520,016     75,715  
                       
Earnings per share/ADS3:                      
Basic 1.66     1.20     2.37     0.34  
Diluted 1.60     1.14     2.23     0.32  
                       
Weighted average number of shares used in computation:                      
Basic 279,631     281,495     282,149     282,149  
Diluted 289,317     303,963     303,605     303,605  

______________________________
3 As of May 25, 2018, the company changed its ADS to its ordinary share ratio from one ADS representing four ordinary shares to one ADS representing one ordinary share. Therefore, the company recalculated earnings per ADS of the previous quarter using the new ratio.

 
 
Huazhu Group Limited
Unaudited Condensed Consolidated Statements of Cash Flows
  Quarter Ended
  September 30,
2017 		   June 30, 2018    September 30, 2018 
  RMB    RMB    RMB    US$ 
  (in thousands)
Operating activities:                      
Net income 465,706     339,551     675,143     98,302  
Adjustments to reconcile net income to net cash provided by operating activities:                      
Share-based compensation 15,302     18,630     20,397     2,970  
Depreciation and amortization 218,081     223,815     221,552     32,259  
Amortization of issuance cost of convertible senior notes -     6,455      6,852      998  
Deferred taxes 752     (429 )   4,332     631  
Bad debt expenses -     741     788     115  
Deferred rent 42,063     29,181     (5,959 )   (868 )
Loss (Gain) from disposal of property and equipment -     (5,762 )    7,933      1,155  
Impairment loss 32,294     -     10,818     1,575  
Loss from equity method investments 3,279     10,663     18,432      2,684  
Investment (income) loss (50,781 )   267,239     (192,796 )   (28,071 )
Changes in operating assets and liabilities, net of effect of acquisitions:                      
Accounts receivable (7,798 )   (13,166 )   21,849     3,181  
Prepaid rent (25,934 )   1,472     2,777     404  
Inventories 5,527     (2,950 )   (6,697 )   (975 )
Amounts due from related parties (6,465 )   11,967     (21,927 )   (3,193 )
Other current assets (16,828 )   (34,287 )   (34,568 )   (5,033 )
Other assets (23,696 )   (10,943 )   3,375     491  
Accounts payable 11,114     8,618     (14,372 )   (2,093 )
Amounts due to related parties 311     20,366     (5,051 )   (735 )
Salary and welfare payables (42,850 )   101,500     (19,666 )   (2,863 )
Deferred revenue 33,982     35,499     53,559     7,798  
Accrued expenses and other current liabilities 183,851     102,041     38,876     5,660  
Income tax payable 47,266     26,859     114,238     16,633  
Other long-term liabilities 12,984     2,974     14,220     2,070  
Net cash provided by operating activities 898,160     1,140,034     914,105     133,095  
                       
Investing activities:                      
Purchases of property and equipment (210,235 )   (160,555 )   (271,615 )   (39,548 )
Purchases of intangibles (2,702 )   (1,441 )   (2,020 )   (294 )
Purchases of land use rights -     -     (75,850 )   (11,044 )
Amount received as a result of government zoning -     4,660      -      -  
Acquisitions, net of cash received -     (39,042 )   (430,890 )   (62,739 )
Proceeds from disposal of subsidiary and branch, net of cash disposed -     4,667      -      -  
Purchases of long-term investments (175,300 )   (152,808 )   (651,309 )   (94,832 )
Proceeds from maturity/sale of long-term investments 110     105,207      66,238      9,644  
Payment for shareholder loan to equity investees (30,370 )   -      -      -  
Collection of shareholder loan from joint venture 71,355     -      -      -  
Purchase of short-term investments (95,802 )   -     -     -  
Payment for the origination of loan receivables (75,992 )   (49,500 )   (76,930 )   (11,201 )
Proceeds from collection of loan receivables 25,021     94,970     47,448     6,909  
Net cash used in investing activities (493,915 )   (193,842 )   (1,394,928 )   (203,105 )
                       
                       


Huazhu Group Limited
Unaudited Condensed Consolidated Statements of Cash Flows
  Quarter Ended
  September 30,
2017
   June 30, 2018
   September 30, 2018
  RMB
   RMB
   RMB
   US$
  (in thousands)
Financing activities:                      
Net proceeds from issuance of ordinary shares upon exercise of options 580     11,959     398     58  
Proceeds from short-term bank borrowings -     70,000     268,405     39,080  
Repayment of short-term bank borrowings (26,913 )   (128,288 )   (90 )   (13 )
Proceeds from long-term bank borrowings -     -     343,960     50,081  
Repayment of long-term bank borrowings -     (507,207 )   -     -  
Funds advanced from noncontrolling interest holders 11,913     5,630     30,520     4,444  
Repayment of funds advanced from
noncontrolling interest holders		 (7,053 )   (1,680 )   (2,500

)		   (364

)
Acquisition of noncontrolling interest -     (2,091 )   (7,000 )   (1,019 )
Proceeds from amounts due to related parties -     16,786     -     -  
Repayment of amounts due to related parties -     -     (112,964 )   (16,448 )
Contribution from noncontrolling interest holders 890     757     23,267     3,388  
Dividends paid to noncontrolling interest holders (240 )   (407 )   (2,309 )   (336 )
Net cash provided by (used in) financing activities (20,823 )   (534,541 )   541,687     78,871  
                       
Effect of exchange rate changes on cash and cash equivalents (4,677 )   30,552     (334 )   (48 )
Net increase (decrease) in cash and cash equivalents, and restricted cash 378,745     442,203     60,530     8,813  
Cash, cash equivalents and restricted cash at the beginning of the period 3,447,875     4,044,707     4,486,910     653,307  
Cash, cash equivalents and restricted cash at the end of the period 3,826,620     4,486,910     4,547,440     662,120  
                       


Huazhu Group Limited
Unaudited Reconciliation of GAAP and Non-GAAP Results
  Quarter Ended September 30, 2018
  GAAP Result   % of Net
Revenues
   Share-based
Compensation		   % of Net
Revenues
   Non-GAAP
Result		   % of Net
Revenues
  RMB       RMB       RMB    
  (in thousands)
Hotel operating costs 1,657,803   59.9 %   6,607   0.2 %   1,651,196   59.7 %
Other operating costs 1,685   0.1 %   -   0.0 %   1,685   0.1 %
Selling and marketing expenses 91,322   3.3 %   472   0.0 %   90,850   3.3 %
General and administrative expenses 233,353   8.4 %   13,318   0.5 %   220,035   7.9 %
Pre-opening expenses 59,894   2.2 %   -   0.0 %   59,894   2.2 %
Total operating costs and expenses 2,044,057   73.9 %   20,397   0.7 %   2,023,660   73.2 %
Income from operations 774,772   28.0 %   20,397   0.7 %   795,169   28.7 %
      .            
  Quarter Ended September 30, 2018
    GAAP Result   % of Net
Revenues
   Share-based
Compensation		   % of Net
Revenues
   Non-GAAP
Result		   % of Net
Revenues
  US$       US$       US$    
  (in thousands)
Hotel operating costs 241,381   59.9 %   962   0.2 %   240,419   59.7 %
Other operating costs 245   0.1 %   -   0.0 %   245   0.1 %
Selling and marketing expenses 13,297   3.3 %   69   0.0 %   13,228   3.3 %
General and administrative expenses 33,977   8.4 %   1,939   0.5 %   32,038   7.9 %
Pre-opening expenses 8,721   2.2 %   -   0.0 %   8,721   2.2 %
Total operating costs and expenses 297,621   73.9 %   2,970   0.7 %   294,651   73.2 %
Income from operations 112,809   28.0 %   2,970   0.7 %   115,779   28.7 %
                             
  Quarter Ended June 30, 2018
  GAAP Result   % of Net
Revenues
   Share-based
Compensation		   % of Net
Revenues
   Non-GAAP
Result		   % of Net
Revenues
  RMB       RMB       RMB    
  (in thousands)
Hotel operating costs 1,575,100   62.5 %   6,964   0.3 %   1,568,136   62.2 %
Other operating costs 2,137   0.1 %   -   0.0 %   2,137   0.1 %
Selling and marketing expenses 83,090   3.3 %   322   0.0 %   82,768   3.3 %
General and administrative expenses 189,514   7.5 %   11,344   0.4 %   178,170   7.1 %
Pre-opening expenses 65,612   2.6 %   -   0.0 %   65,612   2.6 %
Total operating costs and expenses 1,915,453   76.0 %   18,630   0.7 %   1,896,823   75.3 %
Income from operations 671,036   26.6 %   18,630   0.7 %   689,666   27.3 %
                             
  Quarter Ended September 30, 2017
    GAAP Result   % of Net
Revenues
   Share-based
Compensation		   % of Net
Revenues
   Non-GAAP
Result		   % of Net
Revenues
  RMB       RMB       RMB    
  (in thousands)
Hotel operating costs 1,503,838   63.0 %   4,460   0.2 %   1,499,378   62.8 %
Other operating costs 4,816   0.2 %   -   0.0 %   4,816   0.2 %
Selling and marketing expenses 74,409   3.1 %   321   0.0 %   74,088   3.1 %
General and administrative expenses 153,725   6.4 %   10,521   0.4 %   143,204   6.0 %
Pre-opening expenses 67,632   2.8 %   -   0.0 %   67,632   2.8 %
Total operating costs and expenses 1,804,420   75.5 %   15,302   0.6 %   1,789,118   74.9 %
Income from operations 583,059   24.4 %   15,302   0.6 %   598,361   25.0 %
                             
                             


Huazhu Group Limited
Unaudited Reconciliation of GAAP and Non-GAAP Results
  Quarter Ended
  September 30, 2017
   June 30, 2018
   September 30, 2018
  RMB
   RMB
   RMB
 US$
                       
  (in thousands, except per share and per ADS data)
Net income attributable to Huazhu Group Limited (GAAP) 463,848     338,427     667,752     97,226  
Share-based compensation expenses 15,302     18,630     20,397     2,970  
Unrealized losses (gains) from fair value changes of equity securities (11,406 )   200,763     (179,229 )   (26,096 )
Adjusted net income attributable to Huazhu Group Limited (non-GAAP) 467,744     557,820     508,920     74,100  
                       
Earnings per share/ADS (GAAP)                      
Basic 1.66     1.20     2.37     0.34  
Diluted 1.60     1.14     2.23     0.32  
                       
Adjusted earnings per share/ADS (non-GAAP)                      
Basic 1.67     1.98     1.80     0.26  
Diluted 1.62     1.87     1.71     0.24  
                       
Weighted average number of shares used in computation                      
Basic 279,631     281,495     282,149     282,149  
Diluted 289,317     303,963     303,605     303,605  
                       
  Quarter Ended
  September 30, 2017
   June 30, 2018
   September 30, 2018
  RMB
   RMB
   RMB
 US$
                       
  (in thousands)
Net income attributable to Huazhu Group Limited (GAAP) 463,848     338,427     667,752     97,226  
Interest income (31,807 )   (39,000 )   (41,870 )   (6,096 )
Interest expense 34,797     58,827     63,306     9,217  
Income tax expense 156,374     163,575     254,843     37,106  
Depreciation and amortization 218,081     223,815     221,552     32,259  
EBITDA (non-GAAP) 841,293     745,644     1,165,583     169,712  
Share-based compensation 15,302     18,630     20,397     2,970  
Unrealized losses (gains) from fair value changes of equity securities (11,406 )   200,763     (179,229 )   (26,096 )
Adjusted EBITDA (non-GAAP) 845,189     965,037     1,006,751     146,586  


Huazhu Group Limited
Operational Data       
  As of 
  September 30,  June 30,  September 30, 
  2017
 2018
 2018
Total hotels in operation: 3,656   3,903   4,055  
Leased and owned hotels 684   673   698  
Manachised hotels 2,766   3,024   3,139  
Franchised hotels 206   206   218  
Total hotel rooms in operation 372,464   393,417   409,516  
Leased and owned hotels 86,568   86,231   86,825  
Manachised hotels 265,701   287,398   301,451  
Franchised hotels 20,195   19,788   21,240  
Number of cities 375   384   391  
       
       
       
  For the quarter ended
  September 30, June 30, September 30,
  2017
 2018
 2018
Occupancy rate (as a percentage)    
Leased and owned hotels 92.8 % 91.4 % 92.0 %
Manachised hotels 94.1 % 89.8 % 91.1 %
Franchised hotels 78.9 % 78.7 % 80.7 %
Blended 93.1 % 89.6 % 90.7 %
Average daily room rate  (in RMB)    
Leased and owned hotels 257   270   279  
Manachised hotels 204   212   226  
Franchised hotels 236   248   264  
Blended 218   226   239  
RevPAR  (in RMB)      
Leased and owned hotels 238   246   257  
Manachised hotels 192   190   205  
Franchised hotels 186   195   213  
Blended 203   203   217  
       
       
Same-hotel Operational Data: like-for-like performance for leased, manachised and franchised hotels opened for at least 18 months during the current quarter
  As of and for the quarter ended
    
  September 30,  
  2017
 2018
  
Total 2,908   2,908    
Leased and owned hotels 551   551    
Manachised hotels 2,357   2,357    
Occupancy rate (as a percentage) 95.5 % 93.2 %  
Average daily room rate (in RMB) 208   222    
RevPAR (in RMB) 199   207    
       

 

Hotel breakdown by segment  
     
  As of September 30, 2018
  Number of Hotels in Operation Number of Hotel Rooms in Operation
Economy hotels   2,858   262,102
HanTing Hotel 2,255 221,468
Leased hotels 426 49,101
Manachised hotels 1,825 171,989
Franchised hotels 4 378
Hi Inn 392 25,197
Leased hotels 28 2,483
Manachised hotels 315 19,787
Franchised hotels 49 2,927
Elan Hotel 204 14,715
Manachised hotels 172 12,727
Franchised hotels 32 1,988
Orange Hotel 7 722
Leased hotels 5 559
Manachised hotels 1 85
Franchised hotels 1 78
Midscale hotels and upscale hotels   1,197   147,414
JI Hotel 501 66,207
Leased hotels 91 15,732
Manachised hotels 407 50,091
Franchised hotels 3 384
Starway Hotel 193 17,945
Leased hotels 2 385
Manachised hotels 161 14,869
Franchised hotels 30 2,691
Joya Hotel 6 1,250
Leased hotels 4 720
Manachised hotels 1 374
Franchised hotels 1 156
Manxin Hotels & Resorts 21 1,949
Leased hotels 4 577
Manachised hotels 14 1,268
Franchised hotels 3 104
HanTing Premium Hotel 59 4,944
Leased hotels 19 1,573
Manachised hotels 40 3,371
ibis Hotel 125 15,580
Leased and owned hotels 19 3,417
Manachised hotels 67 6,964
Franchised hotels 39 5,199
ibis Styles Hotel 28 3,696
Leased hotels 1 102
Manachised hotels 25 3,272
Franchised hotels 2 322
Mercure Hotel 35 7,422
Leased hotels 9 2,164
Manachised hotels 21 4,445
Franchised hotels 5 813
Novotel Hotel 7 2,411
Leased hotels 1 101
Manachised hotels 4 1,741
Franchised hotels 2 569
Grand Mercure Hotel 6 1,266
Leased hotels 1 277
Manachised hotels 3 618
Franchised hotels 2 371
Orange Select 143 17,606
Leased hotels 50 6,596
Manachised hotels 61 7,250
Franchised hotels 32 3,760
Crystal Orange 52 6,613
Leased hotels 20 2,642
Manachised hotels 19 2,471
Franchised hotels 13 1,500
Blossom Hill 21 525
Leased hotels 18 396
Manachised hotels 3 129
 Total  4,055 409,516
     
     

  

Same-hotel operational data by segment                
  Number of hotels in operation Same-hotel RevPAR   Same-hotel ADR   Same-hotel Occupancy  
  As of For the quarter ended   For the quarter ended   For the quarter ended  
  September 30, September 30, yoy
change		 September 30, yoy
change		 September 30, yoy
change
  2017 2018 2017 2018 2017 2018 2017   2018  
Economy hotels 2,425 2,425 178 185 4.1 % 182 196 7.2 % 98 % 95 % -2.8 %
Leased hotels 450 450 182 197 8.3 % 192 208 8.5 % 95 % 94 % -0.2 %
Manachised and franchised hotels 1,975 1,975 177 182 2.9 % 180 192 6.7 % 98 % 95 % -3.5 %
Midscale and upscale hotels 483 483 272 284 4.3 % 308 323 5.0 % 88 % 88 % -0.5 %
Leased and owned hotels 101 101 326 339 4.1 % 356 374 5.1 % 92 % 91 % -0.9 %
Manachised and franchised hotels 382 382 250 262 4.4 % 288 302 4.9 % 87 % 87 % -0.4 %
Total 2,908 2,908 199 207 4.2 % 208 222 6.7 % 96 % 93 % -2.3 %
                       

Contact Information
Investor Relations
Tel: +86 (21) 6195 9561
Email: ir@huazhu.com http://ir.huazhu.com