JD JD com Inc

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 2023

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  ☐

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: November 15, 2023

Exhibit 99.1

JD.com Announces Third Quarter 2023 Results

Beijing, China — November 15, 2023 — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced its unaudited financial results for the three months ended September 30, 2023.

Third Quarter 2023 Highlights

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“We reported steady top-line performance for the quarter with record profitability driven by our proactive efforts on enhancing price competitiveness and platform ecosystem, as well as our supply chain advantages,” said Sandy Xu, Chief Executive Officer of JD.com. “We continue to be encouraged by the progress we are making, as evidenced by further expanded merchant base and improved user shopping behavior. With our clear strategy to deliver value for users and business partners, and a value proposition that is optimized for the future, I am confident that JD.com is well positioned for long-term sustainable growth.”

“JD’s record profitability for the quarter and healthy cash flow reflects our successful business evolvement and supply chain strengths,” said Ian Su Shan, Chief Financial Officer of JD.com. “We also see our core categories of home appliance and electronics continued to expand market share, while general merchandise gradually ramped up momentum in the quarter, as we relentlessly focus on user experience. More importantly, China’s consumers are increasingly seeing JD as the place to shop for a great selection of quality products with the lowest prices and best service. Looking ahead, we will continue to manage for high-quality growth while investing in user experience and building a superior ecosystem to drive sustainable growth for our merchants and suppliers.”

Business Highlights

Environment, Social and Governance

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JD Retail

JD Health

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JD Logistics

Dada

Third Quarter 2023 Financial Results

Net Revenues. For the third quarter of 2023, JD.com reported net revenues of RMB247.7 billion (US$34.0 billion), representing a 1.7% increase from the same period of 2022. Net product revenues decreased by 0.9%, while net service revenues increased by 12.7% for the third quarter of 2023, as compared to the same period of 2022.

Cost of Revenues. Cost of revenues increased by 0.8% to RMB208.9 billion (US$28.6 billion) for the third quarter of 2023 from RMB207.3 billion for the third quarter of 2022.

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Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 6.1% to RMB15.2 billion (US$2.1 billion) for the third quarter of 2023 from RMB14.4 billion for the third quarter of 2022. Fulfillment expenses as a percentage of net revenues was 6.1% for the third quarter of 2023, compared to 5.9% for the same period last year. The increase was in relation to the adoption of lower threshold for free shipping services.

Marketing Expenses. Marketing expenses increased by 4.6% to RMB8.0 billion (US$1.1 billion) for the third quarter of 2023 from RMB7.6 billion for the third quarter of 2022, marketing expenses as a percentage of net revenues was 3.2% for the third quarter of 2023, compared to 3.1% for the same period last year. The increase was mainly due to the increased spending in promotion activities.

Research and Development Expenses. Research and development expenses decreased by 7.8% to RMB3.8 billion (US$0.5 billion) for the third quarter of 2023 from RMB4.1 billion for the third quarter of 2022. Research and development expenses as a percentage of net revenues was 1.5% for the third quarter of 2023, compared to 1.7% for the same period last year.

General and Administrative Expenses. General and administrative expenses decreased by 5.6% to RMB2.5 billion (US$0.3 billion) for the third quarter of 2023 from RMB2.6 billion for the third quarter of 2022. General and administrative expenses as a percentage of net revenues was 1.0% for the third quarter of 2023, compared to 1.1% for the same period last year.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the third quarter of 2023 increased by 6.6% to RMB9.3 billion (US$1.3 billion) from RMB8.7 billion for the same period last year. Operating margin for the third quarter of 2023 was 3.8%, compared to 3.6% for the third quarter of 2022. Non-GAAP income from operations increased by 11.8% to RMB11.1 billion (US$1.5 billion) for the third quarter of 2023 from RMB9.9 billion for the third quarter of 2022. Non-GAAP operating margin for the third quarter of 2023 was 4.5%, compared to 4.1% for the third quarter of 2022. Operating margin of JD Retail before unallocated items for the third quarter of 2023 was 5.2%, maintained the same level as the third quarter of 2022.

Non-GAAP EBITDA. Non-GAAP EBITDA increased by 12.4% to RMB12.9 billion (US$1.8 billion) for the third quarter of 2023 from RMB11.5 billion for the third quarter of 2022. Non-GAAP EBITDA margin for the third quarter of 2023 was 5.2%, compared to 4.7% for the third quarter of 2022.

Others, net. Other non-operating income was RMB1.8 billion (US$0.2 billion) for the third quarter of 2023, as compared to a loss of RMB0.8 billion for the third quarter of 2022. The change was primarily due to the decrease in net losses arising from fair value change of investment securities.

Net Income Attributable to the Company’s Ordinary Shareholders and Non-GAAP Net Income Attributable to the Company’s Ordinary Shareholders. Net income attributable to the company’s ordinary shareholders for the third quarter of 2023 increased by 33.1% to RMB7.9 billion (US$1.1 billion) from RMB6.0 billion for the same period last year. Net margin attributable to the company’s ordinary shareholders for the third quarter of 2023 was 3.2%, compared to 2.4% for the third quarter of 2022. Non-GAAP net income attributable to the company’s ordinary shareholders for the third quarter of 2023 increased by 5.9% to RMB10.6 billion (US$1.5 billion) from RMB10.0 billion for the same period last year. Non-GAAP net margin attributable to the company’s ordinary shareholders for the third quarter of 2023 was 4.3%, compared to 4.1% for the third quarter of 2022.

Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the third quarter of 2023 increased by 40.3% to RMB5.00 (US$0.69) from RMB3.57 for the third quarter of 2022. Non-GAAP diluted net income per ADS for the third quarter of 2023 increased by 6.9% to RMB6.70 (US$0.92) from RMB6.27 for the third quarter of 2022.

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Cash Flow and Working Capital

As of September 30, 2023, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB250.3 billion (US$34.3 billion), compared to RMB226.2 billion as of December 31, 2022. For the third quarter of 2023, free cash flow of the company was as follows:

Net cash provided by investing activities was RMB15.0 billion (US$2.1 billion) for the third quarter of 2023, consisting primarily of the decrease in short-term investments, partially offset by the cash paid for capital expenditures.

Net cash used in financing activities was RMB4.5 billion (US$0.6 billion) for the third quarter of 2023, consisting primarily of repayments of bank loans.

For the twelve months ended September 30, 2023, free cash flow of the company was as follows:

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Supplemental Information

The company reports four segments, JD Retail, JD Logistics, Dada and New businesses. JD Retail, including JD Health and JD Industrials, among other components, mainly engage in 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 and overseas businesses.

The table below sets forth the segment operating results:

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The tables below set forth the revenue information:

Adoption of 2023 Share Incentive Plan

As a renewal of the existing share incentive plan (the “Existing Plan”), the company’s board of directors and the compensation committee have approved the adoption of a 2023 Share Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the maximum aggregate number of Class A ordinary shares that may be issued pursuant to the awards includes the unused balance of 223,666,717 shares as of October 31, 2023 under the Existing Plan and the same mechanism of an annual increase by 1% of the total number of ordinary shares outstanding of the company on the last day of the immediately preceding fiscal year commencing with the fiscal year ending on December 31, 2024. The 2023 Plan will become effective on December 21, 2023 and will expire on the tenth anniversary of its effective date.

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Conference Call

JD.com’s management will hold a conference call at 7:00 am, Eastern Time on November 15, 2023, (8:00 pm, Beijing/Hong Kong Time on November 15, 2023) to discuss its financial results for the three months ended September 30, 2023.

Please register in advance of the conference using the link provided below and dial in 15 minutes prior to the call, using participant dial-in numbers, the Passcode and unique access PIN 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: https://s1.c-conf.com/diamondpass/10034774-g1uv9e.html

CONFERENCE ID: 10034774

A telephone replay will be available for one week until November 22, 2023. The dial-in details are as follows:

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

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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.

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 the company’s ordinary shareholders, non-GAAP net margin to the company’s ordinary shareholders, 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 the company’s ordinary shareholders as net income/(loss) attributable to the company’s 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 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 the company’s 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 the company’s 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 the company’s 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

IR@JD.com

Media Relations

+86 (10) 8911-6155

Press@JD.com

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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 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 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; 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 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

(In RMB billions, except turnover days data)

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)