Form 6-K JD.com, Inc. For: May 17

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 May 2022

Commission File Number: 001-36450

JD.com, Inc.

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

(Address of principal executive offices)

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

Form 20-F  ☒            Form 40-F  ☐

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

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

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 17, 2022

Exhibit 99.1

JD.com Announces First Quarter 2022 Results

Beijing, China—May 17, 2022—JD.com, Inc. (NASDAQ: JD and HKEX: 9618), a leading supply chain-based technology and service provider, today announced its unaudited financial results for the quarter ended March 31, 2022.

First Quarter 2022 Highlights

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“JD.com’s robust supply chain capabilities and technology-driven operating efficiency underpinned our solid performance during the quarter as we continued to deliver healthy growth amidst a challenging external environment,” said Lei Xu, CEO of JD.com. “More importantly, we are actively leveraging our core competences to support local communities and enterprises in regions affected by the latest Omicron outbreak. All of our employees are committed to fulfilling our social responsibilities and are encouraged by the deepening trust placed in us by customers and business partners. We will continue to demonstrate our resolve, resiliency and commitment to contribute to society.”

“We are encouraged to see user engagement metrics continue to improve, demonstrating our strengthened brand image and expanded consumer mindshare,” said Sandy Xu, Chief Financial Officer of JD.com. “We have been implementing disciplined financial control policies while sparing no effort to support our consumers and business partners in this challenging time. Looking ahead, we will continue to execute our business strategies and focus on delivering sustainable high-quality growth in the years ahead.”

Business Highlights

Environment, Social and Governance

JD Retail

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JD Health

JD Logistics

JD Industry

Operational Metrics Update

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First Quarter 2022 Financial Results

Net Revenues. For the first quarter of 2022, JD.com reported net revenues of RMB239.7 billion (US$37.8 billion), representing a 18.0% increase from the same period of 2021. Net product revenues increased by 16.6%, while net service revenues increased by 26.3% for the first quarter of 2022, as compared to the same period of 2021.

Cost of Revenues. Cost of revenues increased by 18.5% to RMB206.2 billion (US$32.5 billion) for the first quarter of 2022 from RMB174.1 billion for the first quarter of 2021.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 12.2% to RMB15.5 billion (US$2.4 billion) for the first quarter of 2022 from RMB13.8 billion for the first quarter of 2021. Fulfillment expenses as a percentage of net revenues was 6.5% for the first quarter of 2022, compared to 6.8% for the same period last year.

Marketing Expenses. Marketing expenses increased by 24.4% to RMB8.7 billion (US$1.4 billion) for the first quarter of 2022 from RMB7.0 billion for the first quarter of 2021.

Research and Development Expenses. Research and development expenses was RMB4.4 billion (US$0.7 billion) for the first quarter of 2022, as compared to RMB4.5 billion for the first quarter of 2021.

General and Administrative Expenses. General and administrative expenses increased by 11.2% to RMB2.5 billion (US$0.4 billion) for the first quarter of 2022 from RMB2.2 billion for the first quarter of 2021.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the first quarter of 2022 was RMB2.4 billion (US$0.4 billion), compared to RMB1.7 billion for the same period last year. Non-GAAP income from operations increased by 32.8% to RMB4.7 billion (US$0.7 billion) for the first quarter of 2022, compared to RMB3.5 billion for the first quarter of 2021. Operating margin of JD Retail before unallocated items for the first quarter of 2022 was 3.6%, compared to 4.0% for the first quarter of 2021.

Non-GAAP EBITDA. Non-GAAP EBITDA increased by 22.8% to RMB6.1 billion (US$1.0 billion) for the first quarter of 2022, compared to RMB4.9 billion for the first quarter of 2021.

Share of Results of Equity Investees. Share of results of equity investees was a loss of RMB1.1 billion (US$0.2 billion) for the first quarter of 2022, as compared to an income of RMB0.7 billion for the first quarter of 2021. The loss for the first quarter of 2022 was primarily due to share of losses from certain equity investees.

Others, net. Other non-operating loss was RMB3.9 billion (US$0.6 billion) for the first quarter of 2022, as compared to other non-operating income of RMB2.0 billion for the first quarter of 2021. The decrease was primarily due to a loss of RMB3.6 billion recognized resulting from the change of Dada Nexus Limited (“Dada”)’s share price prior to the closing of the acquisition and the fair value change of investment securities, which resulted from the fluctuation in the market prices of equity investments in publicly-traded companies.

Net Income/(Loss) Attributable to Ordinary Shareholders and Non-GAAP Net Income Attributable to Ordinary Shareholders. Net loss attributable to ordinary shareholders for the first quarter of 2022 was RMB3.0 billion (US$0.5 billion), compared to a net income of RMB3.6 billion for the same period last year. Non-GAAP net income attributable to ordinary shareholders for the first quarter of 2022 was RMB4.0 billion (US$0.6 billion), as compared to RMB4.0 billion for the same period last year.

Diluted EPS and Non-GAAP Diluted EPS. Diluted net loss per ADS for the first quarter of 2022 was RMB1.92 (US$0.30), compared to a diluted net income per ADS of RMB2.25 for the first quarter of 2021. Non-GAAP diluted net income per ADS for the first quarter of 2022 was RMB2.53 (US$0.40), compared to RMB2.47 for the first quarter of 2021.

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Cash Flow and Working Capital

As of March 31, 2022, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB186.1 billion (US$29.4 billion), compared to RMB191.3 billion as of December 31, 2021. For the first quarter of 2022, free cash flow of the company was as follows:

Net cash provided by investing activities was RMB4.6 billion (US$0.7 billion) for the first quarter of 2022, consisting primarily of decrease in short-term investments, partially offset by the net cash paid for the acquisition of China Logistics Property Holdings Co., Ltd (“CNLP”) and Dada, cash paid for capital expenditures and cash paid for equity investments.

Net cash provided by financing activities was RMB12.7 billion (US$2.0 billion) for the first quarter of 2022, consisting primarily of proceeds from short-term debts and proceeds from JD Property’s non-redeemable series B preferred share financing, partially offset by the repayment of short-term debts.

From January 1, 2022 to the date of this announcement, the company has repurchased approximately 5.0 million of its ADSs for approximately RMB1.8 billion (US$0.3 billion) under its share repurchase program.

For the twelve months ended March 31, 2022, free cash flow of the company was as follows:

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Supplemental Information

The company consolidated Dada since February 28, 2022 and reported the results of Dada as a new standalone segment. The company also consolidated CNLP through JD Property since March 1, 2022 and reported the results of CNLP in the New businesses segment. As a result, the company now reports four segments, JD Retail, JD Logistics, Dada and New businesses. JD Retail mainly consists of online retail, online marketplace and marketing services in China. JD Logistics includes both internal and external logistics businesses. Dada is a local on-demand delivery and retail platform in China. New businesses mainly include JD Property, Jingxi, overseas businesses and technology initiatives.

The table below sets forth the segment operating results:

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The table below sets forth the revenue information:

Conference Call

JD.com’s management will hold a conference call at 8:00 am, Eastern Time on May 17, 2022, (8:00 pm, Beijing/Hong Kong Time on May 17, 2022) to discuss financial results for the first quarter of 2022.

Please register in advance of the conference using the link provided below and dial in 10 minutes prior to the call, using participant dial-in numbers, Direct Event passcode and unique registrant ID which would be provided upon registering. You will be automatically linked to the live call after completion of this process, unless required to provide the conference ID below due to regional restrictions.

PRE-REGISTER LINK: http://apac.directeventreg.com/registration/event/3068802

CONFERENCE ID: 3068802

A telephone replay will be available from 11:00 am, Eastern Time on May 17, 2022 through 9:59 am, Eastern Time on May 24, 2022. The dial-in details are as follows:

Additionally, a live and archived webcast of the conference call will also be available on the company’s investor relations website at http://ir.jd.com.

About JD.com

JD.com is a leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

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Non-GAAP Measures

In evaluating the business, the company considers and uses non-GAAP measures, such as non-GAAP income/(loss) from operations, non-GAAP operating margin, non-GAAP net income/(loss) attributable to ordinary shareholders, non-GAAP net margin, free cash flow, non-GAAP EBITDA, non-GAAP EBITDA margin, non-GAAP net income/(loss) per share and non-GAAP net income/(loss) per ADS, as supplemental measures to review and assess operating performance. 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 accounting principles generally accepted in the United States of America (“U.S. GAAP”). The company defines non-GAAP income/(loss) from operations as income/(loss) from operations excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, gain on sale of development properties and impairment of goodwill and intangible assets. The company defines non-GAAP net income/(loss) attributable to ordinary shareholders as net income/(loss) attributable to ordinary shareholders excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements and non-compete agreements, gain/(loss) on disposals/deemed disposals of investments and others, reconciling items on the share of equity method investments, loss/(gain) from fair value change of long-term investments, impairment of goodwill, intangible assets and investments, gain and foreign exchange impact in relation to sale of development properties and tax effects on non-GAAP adjustments. The company defines free cash flow as operating cash flow adjusting the impact from JD Baitiao receivables included in the operating cash flow and capital expenditures, net of the proceeds from sale of development properties. Capital expenditures include purchase of property, equipment and software, cash paid for construction in progress, purchase of intangible assets and land use rights. The company defines non-GAAP EBITDA as non-GAAP income/(loss) from operations plus depreciation and amortization excluding amortization of intangible assets resulting from assets and business acquisitions. Non-GAAP basic net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods. Non-GAAP diluted net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the periods, including the dilutive effect of share-based awards as determined under the treasury stock method. Non-GAAP net income/(loss) per ADS is equal to non-GAAP net income/(loss) per share multiplied by two.

The company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. Non-GAAP income/(loss) from operations, non-GAAP net income/(loss) attributable to ordinary shareholders and non-GAAP EBITDA reflect the company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. Free cash flow enables management to assess liquidity and cash flow while taking into account the impact from JD Baitiao receivables included in the operating cash flow and the demands that the expansion of fulfillment infrastructure and technology platform has placed on financial resources. The company believes that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the company’s current operating performance and future prospects in the same manner as management does, if they so choose. The company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the company’s core operating results and business outlook.

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The non-GAAP financial measures have limitations as analytical tools. The company’s non-GAAP financial measures do not reflect all items of income and expense that affect the company’s operations or not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The company encourages you to review the company’s financial information in its entirety and not rely on a single financial measure.

CONTACTS:

Investor Relations

Sean Zhang

+86 (10) 8912-6804

[email protected]

Media Relations

+86 (10) 8911-6155

[email protected]

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as JD.com’s strategic and operational plans, contain forward-looking statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; impact of the COVID-19 pandemic; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In millions, except otherwise noted)

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In millions, except otherwise noted)

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In millions, except otherwise noted)

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In millions, except per share data)

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In millions, except per share data)

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JD.com, Inc.

Unaudited Non-GAAP Net Income Per Share and Per ADS

(In millions, except per share data)

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows and Free Cash Flow

(In millions)

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JD.com, Inc.

Supplemental Financial Information and Business Metrics

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)

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